Common use of Directors Clause in Contracts

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly upon the purchase by Purchaser pursuant to the Offer of such number of Shares as represents at least a majority of the outstanding Shares, and from time to time thereafter, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to the product of (i) the number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this section) and (ii) the percentage that such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to the number of Shares outstanding. The Company shall, upon request by Purchaser, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to the Board of Directors of the Company, including without limitation, increasing the size of the Board of Directors of the Company or securing the resignations of such number of directors as is necessary to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 and shall include in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Purchaser will supply to the Company, and be solely responsible for, all information with respect to themselves and their respective officers, directors and affiliates required by such Section and Rule. (b) Following the election or appointment of Purchaser's designees pursuant to Section 1.04(a) and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote of a majority of the directors of the Company then in office who are directors of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in office.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities DealersLaw, promptly upon the purchase by Purchaser pursuant and subject to the Offer of such number of Shares as represents at least a majority of the outstanding Shares, and from time to time thereafterClosing, Purchaser shall be entitled to designate such number of directors, rounded up nominate two directors to the next whole number, to serve on the Board of Directors as constituted after the Offer Closing (the “Post-Offer Board”) (the “Purchaser Designees”), and the Company shall use its reasonable best efforts to cause the Purchaser Designees to be so appointed. In connection with the foregoing, as a condition to and in connection with the Offer Closing, the Company shall obtain and deliver, at the Offer Closing, resignations of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (in their respective capacities as directors), such resignations to be effective as of or immediately after the Offer Closing (the “Director Resignations”), and take such actions as are reasonably necessary to enable Purchaser Designees to be appointed to the Post-Offer Board to fill the vacancies created by the Director Resignations as provided above; provided, however, that following the Offer Closing until the later of the Company as will give Purchaser representation on the Board next election of Directors of the Company equal to the product of directors and June 14, 2023, (i) the number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this section) Post-Offer Board shall be four; and (ii) the percentage that such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to the number of Shares outstanding. The Company shall, upon request by Purchaser, promptly take all actions necessary to cause Purchaser's designees to be elected Post-Offer Board shall have at least two directors who are or appointed to the Board of Directors of the Company, including without limitation, increasing the size of the Board of Directors of the Company or securing the resignations of such number of who were existing directors as is necessary to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board date of Directors of this Agreement (the Company “Existing Directors”). (giving effect to this Section 1.04b) to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's ’s obligations to appoint designees to its the Post-Offer Board of Directors shall be subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-l promulgated thereunder. At the request of Purchaser, the The Company shall promptly use its reasonable best efforts to take all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act 14f-l in order to fulfill its obligations under this Section 1.04 5.8 and shall include in the Schedule 14D-9 or otherwise timely mail such information with respect to the Company and its shareholders all necessary information officers and directors as is required under Section 14(f) and Rule 14f-l to comply therewithfulfill its obligations under this Section 5.8. Parent and Purchaser will shall supply to the Company, Company in writing and be solely responsible for, all for any information with respect to themselves itself and their respective its nominees, officers, directors and affiliates Affiliates required by such Section 14(f) and RuleRule 14f-1. (bc) Following the election or appointment of Purchaser's designees pursuant to Section 1.04(a) and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote of a majority The compensation of the directors on the Post-Offer Board will consist of an annual cash retainer in the amount of $20,000. (d) The obligations of the Company then in office who are directors under this Section 5.8 shall survive the consummation of the Company on Transactions and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 5.8 applies without the date hereof consent of such affected Indemnified Party (it being expressly agreed that the "CONTINUING DIRECTORS"), which action Indemnified Parties to whom this Section 5.8 applies shall be deemed to constitute third party beneficiaries of this Section 5.8, each of whom may enforce the action provisions of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officethis Section 5.8).

Directors. (a) Subject Parent, Buyer and the Company shall use their respective reasonable best efforts to applicable law ensure that the Company Board will, upon the Closing, be comprised of at least seven (7) directors, (i) at least five (5) of whom may be designated in writing by Parent and Buyer (the “Buyer Directors”), in their sole discretion, as soon as reasonably practicable and in any event prior to convening the EGM, and (ii) at least two (2) of whom shall initially be current non-executive directors of the Company designated by the Company and Buyer by mutual written agreement (if and to the extent permitted by the National Association of Securities Dealers, promptly upon the purchase by Purchaser pursuant that they shall agree to the Offer of such number of Shares as represents at least a majority of the outstanding Shares, and from time to time thereafter, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, continue to serve on the Company Board of Directors after the Closing), and who shall at all times be independent from Parent, Buyer and the Majority Shareholders and shall at all times qualify as independent in accordance with the independence standards set forth in the Dutch Corporate Governance Code 2008; provided, that, if and to the extent that the current non-executive directors of the Company as will give Purchaser representation do not agree to serve on the Company Board of Directors of after the Closing, Buyer shall (and Parent shall cause Buyer to) designate replacement directors who shall at all times be independent from Parent, Buyer and the Majority Shareholders and who shall at all times qualify as independent in accordance with the independence standards set forth in the Dutch Corporate Governance Code 2008, as promptly as reasonably practicable and in any event prior to convening the EGM (the directors so designated, “Independent Directors”). (b) Each Independent Director shall resign from, and the Company equal shall take such other action reasonably necessary to ensure that each such Independent Director ceases to be a director of, the product Company Board upon the earliest to occur of (i) such time after the number of directors on Acceptance Time as Buyer and its Affiliates, in the Board of Directors aggregate, own one hundred percent (100%) of the Company (giving effect to the election of any additional directors pursuant to this section) issued and outstanding Shares and (ii) the percentage that such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to Second Step Distribution having been made and the number of Shares outstanding. The Company shall, upon request by Purchaser, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to the Board of Directors of the Company, including without limitation, increasing the size of the Board of Directors of the Company or securing the resignations of such number of directors as is necessary to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board of Directors subsequent liquidation and dissolution of the Company (giving effect to this Section 1.04the “Liquidation”) having been completed. (c) If, at any time after the Closing, an Independent Director resigns from, or otherwise ceases to be on a member of, the Company Board, or ceases to be independent from Parent, Buyer or the Majority Shareholders, in each case, prior to the date of resignation contemplated by Section 2.05(b), Parent shall procure that the respective Independent Director shall be replaced by a new director that is independent from Parent, Buyer and the Majority Shareholders and shall at all times qualify as independent in accordance with the independence standards set forth in the Dutch Corporate Governance Code 2008. (d) Parent and Buyer shall supply to the Company in writing any information regarding the Buyer Directors, and (to the extent applicable) those Independent Directors designated by Buyer, as required by applicable Laws in connection with the appointment of the Buyer Directors, and (to the extent applicable) those Independent Directors designated by Buyer, to the Company Board, and Parent and Buyer shall be solely responsible for any such information. (e) In addition to the discharge contemplated by Section 2.04(a)(iv), Buyer shall (i) each committee at the first annual or extraordinary general meeting of the Board of Directors shareholders of the Company held after the Closing, cause all members of the Company Board resigning effective upon the Acceptance Time to be fully and finally discharged for their acts of management or supervision, as applicable and (ii) each Board at the first annual or extraordinary general meeting of Directors and each committee thereof of each Subsidiary shareholders of the Company. The Company's obligations Company held after the resignation of an Independent Director, cause such Independent Director to appoint designees be fully and finally discharged for his or her acts of supervision; provided that Parent and Buyer shall not be required to its Board cause the discharge of Directors shall be subject to compliance with Section 14(fany director for acts as a result of fraud (bedrog), gross negligence (grove ▇▇▇▇▇▇) or willful misconduct (opzet) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 and shall include in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Purchaser will supply to the Company, and be solely responsible for, all information with respect to themselves and their respective officers, directors and affiliates required by such Section and Ruledirector. (bf) Following the election or appointment of Purchaser's designees pursuant to Section 1.04(a) and prior to the Effective TimeNotwithstanding any other required vote, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote of the Independent Directors shall also be required for approving: (i) any restructuring that would reasonably be expected to lead to a majority dilution of the directors shareholdings of the Minority Shareholders, other than (A) pursuant to a rights issue by the Company or any other share issue where the Minority Shareholders have been offered an opportunity to subscribe pro rata in accordance with their then existing shareholding in office who are directors the Company (voorkeursrecht), (B) the Asset Sale, the Second Step Distribution or the Liquidation or (C) the Compulsory Acquisition; and (ii) any other form of unequal treatment that prejudices or would reasonably be expected to prejudice or negatively affect the value of the Company on Shares or voting rights attached to the date hereof Shares held by the Minority Shareholders, but in any event not including (A) the "CONTINUING DIRECTORS")Asset Sale, which action shall be deemed to constitute the action of Second Step Distribution and the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officeLiquidation or (B) the Compulsory Acquisition.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase by Purchaser of shares of Common Stock pursuant to the Offer of such number of Shares as represents at least a majority of the outstanding SharesOffer, and from time to time thereafter, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to the product of (i) the number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this section) and (ii) the percentage that such the number of Shares beneficially owned shares of Common Stock purchased by Parent and/or Merger Sub or Purchaser (including Shares accepted for payment) so purchased or any affiliate bears to the number of Shares outstanding. The shares of Common Stock outstanding (the "Percentage"), and the Company shall, upon request by Purchaser, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to the Board of Directors of the Company, including without limitation, increasing increase the size of the Board of Directors of the Company or securing and/or exercise its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that enable Purchaser's designees to be elected to the Board of Directors of the Company and shall continue cause Purchaser's designees to include no fewer than two Continuing Directors (as defined below) be so elected; provided, however, that until the Effective Time (as defined in Section 2.02)Time, the Board of Directors will have at least one Continuing Director. The At the request of Purchaser, the Company will use its reasonable best efforts to cause persons such individuals designated by Purchaser to constitute the same percentage as is on the entire Board Percentage of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board of Directors of the Company and Board, (ii) each Board the board of Directors and each committee thereof directors of each Subsidiary and (iii) the committees of the Companyeach such board of directors. The Company's obligations to appoint designees to its the Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. At the request of Purchaser, the The Company shall promptly take take, at its expense, all actions required pursuant action necessary to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 effect any such election, and shall include in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary the information to comply therewithrequired by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Purchaser will supply to the Company, Company in writing and be solely responsible for, all for any information with respect to themselves itself and their respective officersits nominees, directors and affiliates required by such Section 14(f) and RuleRule 14f-1. (b) Following the election or appointment of Purchaser's designees pursuant to this Section 1.04(a) 5.4 and prior to the Effective Time, and so long as there the approval of a majority of the directors of the Company then in office who are not designated by Purchaser (the "Continuing Directors") shall be at least one Continuing Director required to authorize (as defined below)and such authorization shall constitute the authorization of the Board of Directors and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment or termination of this Agreement requiring action by the CompanyBoard of Directors, any extension of time for the performance of any of the obligations or other acts of Parent Purchaser or Purchaser under this Agreement Merger Sub, and any exercise or waiver of compliance with any of the Company's rights agreements or remedies under this Agreement will require conditions contained herein for the affirmative vote of a majority benefit of the directors of the Company then in office who are directors of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officeCompany.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Effective upon the purchase by Purchaser pursuant to the Offer of such number of Shares as represents at least a majority of the outstanding Shares, Closing and from time to time thereafter, Purchaser Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, to serve on the Company Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to that equals the product of (i) the total number of directors on the Company Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this sectionSection 1.3) and (ii) the percentage that such the number of Shares shares of Company Common Stock beneficially owned by Parent and/or Purchaser Merger Sub (including Shares shares accepted for paymentpayment pursuant to the Offer) so purchased bears to the total number of Shares shares outstanding. The , and the Company shall, upon request by Purchaserpromptly following Parent’s written request, promptly take all actions necessary to cause Purchaser's Parent’s designees to be elected or appointed to the Board of Directors of the CompanyCompany Board, including without limitation, by increasing the size of the Board of Directors of the Company or securing the resignations of such number of directors as is necessary to provide Purchaser and seeking and accepting resignations of incumbent directors (with such level method to be by the election of representationParent, or both; PROVIDED, HOWEVER, that including the Board of Directors selection of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02individuals designated for resignation). The Company will shall take such actions necessary to cause persons Parent’s designees to be Continuing Directors under the Company’s Articles of Incorporation. At each such time, the Company shall also cause individuals designated by Purchaser Parent to constitute the same percentage as is proportional number of members, rounded up to the next whole number, on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Company Board in proportion to the number of Directors of directors designated by Parent to the Company Board, to the extent permitted by applicable Law and the Nasdaq Marketplace Rules. (iib) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's ’s obligations to appoint Parent’s designees to its the Company Board of Directors shall be subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder and, to the extent applicable to a “controlled company,” the Nasdaq Marketplace Rules. At the request of Purchaser, the The Company shall promptly take all actions required pursuant necessary to effect the appointment of Parent’s designees, including mailing to its shareholders such information with respect to the Company and its officers and directors as Section 14(f) and Rule 14f-1 under the Exchange Act require in order to fulfill its obligations under this Section 1.04 and 1.3(b), which, unless Parent otherwise elects, shall include in be mailed together with the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith14D-9. Parent and Purchaser will shall supply to the Company, Company in writing and be solely responsible for, all for any information with respect to themselves itself and their respective its nominees, officers, directors and affiliates Affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) and this Section 1.3(b) shall be subject to the receipt of such Section and Ruleinformation. (bc) Following Notwithstanding anything in this Agreement to the contrary, following the election or appointment of Purchaser's Parent’s designees pursuant to Section 1.04(a1.3(a) and prior to until the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote of a majority of the directors of the Company then in office who are directors were not so designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board, and if any other action on the date hereof (part of the "CONTINUING DIRECTORS")Company, which including any action by any other director of the Company, shall be deemed required, Parent shall cause the directors designated by Parent to constitute take all necessary actions required to ratify such actions) (i) any termination of this Agreement by the Company, (ii) any amendment of this Agreement requiring action by the Company Board, (iii) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, (iv) any waiver of compliance with any of the full Board agreements or conditions contained herein for the benefit of Directors even if such majority the Company or any of Continuing Directors does not constitute a majority the Company’s rights or benefits hereunder and (v) any amendment of all directors then in officethe Company’s Articles of Incorporation.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Effective upon the purchase by Purchaser pursuant to the Offer of such number of Shares as represents at least a majority of the outstanding Shares, Closing and from time to time thereafter, Purchaser Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, to serve on the Company Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to that equals the product of (i) the total number of directors on the Company Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this sectionSection 1.3) and (ii) the percentage that such the number of Shares shares of Company Common Stock beneficially owned by Parent and/or Purchaser Merger Sub (including Shares shares accepted for payment) so purchased bears to the total number of Shares shares outstanding. The , and the Company shall, upon request by Purchaser, promptly take all actions necessary to shall cause Purchaser's Parent’s designees to be elected or appointed to the Board of Directors of the CompanyCompany Board, including without limitation, by increasing the size number of directors and seeking and accepting resignations of incumbent directors. At such time, the Board Company shall also cause individuals designated by Parent to constitute the number of Directors members, rounded up to the next whole number, on each committee of the Company or securing Board that represents the resignations same percentage as such individuals represent on the Company Board. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such number information. (c) Following the election or appointment of directors as is necessary Parent’s designees pursuant to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined belowSection 1.3(a) and until the Effective Time (as defined in Section 2.022.2(b) hereof). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 and shall include in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Purchaser will supply to the Company, and be solely responsible for, all information with respect to themselves and their respective officers, directors and affiliates required by such Section and Rule. (b) Following the election or appointment of Purchaser's designees pursuant to Section 1.04(a) and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote approval of a majority of the directors of the Company then in office who are directors were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the date hereof (part of the "CONTINUING DIRECTORS")Company, which including any action by any other director of the Company, shall be deemed required to constitute authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the full Board agreements or conditions contained herein for the benefit of Directors even the Company or any other action (or inaction) under or in connection with this Agreement if such majority of Continuing Directors does not constitute a majority of all directors then in officeaction (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub).

Directors. (a) Subject to compliance with applicable law and to the extent permitted by the National Association of Securities Dealerslaw, promptly upon the purchase payment by the Purchaser for Shares pursuant to the Offer of representing at least such number of Shares as represents at least a majority of shall satisfy the outstanding SharesMinimum Condition, and from time to time thereafter, Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Company Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company is equal to the product of (i) the total number of directors on the Company Board of Directors of the Company (determined after giving effect to the election of any additional directors elected pursuant to this sectionsentence) and (ii) multiplied by the percentage that such the aggregate number of Common Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased or its affiliates bears to the total number of Common Shares outstanding. The then outstanding on a fully diluted basis, and the Company shall, upon request by Purchaserof Parent, promptly take all actions necessary to cause PurchaserParent's designees to be elected or appointed to the Board of Directors of the Companyso elected, including without limitationincluding, increasing the size of the Board of Directors of the Company or securing if necessary, seeking the resignations of such number of directors as is necessary to provide Purchaser with such level of representationone or more existing directors; provided, or both; PROVIDED, HOWEVERhowever, that the Board of Directors of the Company shall continue prior to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02hereinafter defined), the Company Board shall always have at least two members who are neither officers, directors or designees of the Purchaser or any of its affiliates ("Purchaser Insiders"). The Company will cause persons designated by If the number of directors who are not Purchaser Insiders is reduced below two prior to constitute the same percentage as Effective Time, the remaining director who is on the entire Board of Directors of the Company (giving effect not a Purchaser Insider shall be entitled to this Section 1.04) designate an individual to fill such vacancy who is not a Purchaser Insider and who shall be a director not deemed to be on a Purchaser Insider for all purposes of this Agreement. (ib) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint Parent's designees to its the Company Board of Directors shall be subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 thereunder. At the request of Purchaser, the The Company shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 1.3 and shall include in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Purchaser will supply to the Company, and be solely responsible for, all such information with respect to themselves the Company and their respective its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Parent will supply in a timely manner any information with respect to itself and its officers, directors and affiliates required by such Section and RuleRule to the Company. (bc) Following the election or appointment of PurchaserParent's designees pursuant to this Section 1.04(a) 1.3 and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or the Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement hereunder, will require the affirmative vote concurrence of a majority of the directors of the Company then in office who are not Purchaser Insiders (or, in the case where there are two or fewer directors who are not Purchaser Insiders, the concurrence of the Company on the date hereof (the "CONTINUING DIRECTORS"one director who is not a Purchaser Insider), which action shall be deemed to constitute the action of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in office.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Effective upon the purchase acceptance for payment by Purchaser Merger Sub of Shares pursuant to the Offer of such number of Shares as represents at least a majority of (the outstanding Shares"OFFER ACCEPTANCE TIME"), and from time to time thereafter, Purchaser Parent shall be entitled to designate such number four directors on the Company's Board of directorsDirectors; provided, rounded up however, that prior to the next whole numberEffective Time, to serve on the Company's Board of Directors shall always have at least three members who were directors of the Company as will give Purchaser representation on the Board of Directors prior to consummation of the Company equal to Offer (each, a "CONTINUING DIRECTOR"); provided, however, that if Merger Sub purchases 85% or more of the product of (i) Shares in the Offer, the number of directors on Continuing Directors shall be one. If the Board number of Continuing Directors is reduced to fewer than three for any reason prior to the Effective Time, the remaining and departing Continuing Directors, with the consent of Parent which such consent shall not be unreasonably withheld, shall be entitled to designate a Person or Persons to fill the vacancy and Parent shall take all such actions as are necessary to cause the Person or Persons so designated to be so appointed. Notwithstanding anything in this Agreement to the contrary, the Company shall not take any of the following actions without the affirmative vote of a majority of the Continuing Directors: (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement, (b) waive any of the Company's rights, benefits or remedies hereunder, (c) extend the time for performance of Parent's and Merger Sub's respective obligations hereunder, or (d) approve any other action by the Company which is reasonably likely to adversely affect the interests of the stockholders of the Company (giving effect to the election of any additional directors pursuant to this section) other than Parent, Merger Sub and their affiliates (ii) the percentage that such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to the number of Shares outstanding. The Company shall, upon request by Purchaser, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to the Board of Directors of the Company, including without limitation, increasing the size of the Board of Directors of the Company or securing the resignations of such number of directors as is necessary to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer other than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board of Directors of the Company and its Subsidiaries)) with respect to the transactions contemplated by this Agreement. (iib) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-l promulgated thereunder. At the request of Purchaser, the The Company shall promptly take all actions required pursuant to this Section 14(f) 1.3 and Rule 14f-1 under the Exchange Act 14f-l in order to fulfill its obligations under this Section 1.04 1.3 and shall include in the Schedule 14D-9 or otherwise timely mail such information with respect to the Company and its shareholders all necessary information to comply therewith. officers and directors as is required under Section 14(f) and Rule 14f-l. Parent and Purchaser will supply to the Company, Company in writing and be solely responsible for, all for any information with respect to themselves itself and their respective its nominees, officers, directors and affiliates required by such Section and Rule. (b) Following the election or appointment of Purchaser's designees pursuant to Section 1.04(a14(f) and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote of a majority of the directors of the Company then in office who are directors of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officeRule 14f-1.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Effective upon the purchase by Purchaser acceptance for exchange of Company Common Shares pursuant to the Offer of such number of Shares as represents at least a majority Offer, subject to applicable Law and any listing agreement with or rules of the outstanding SharesNYSE, and from time to time thereafter, Purchaser Parent shall be entitled to designate such the number of directors, rounded up to the next nearest whole number, to serve on the Board Company board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to directors that equals the product of (i) the total number of directors on the Board Company board of Directors of the Company directors (giving effect to the election of any additional directors pursuant to this section) Section 1.5(a)), and (ii) a fraction having a numerator equal to the percentage that such aggregate number of Company Common Shares beneficially owned by Parent and/or Purchaser or Bid Sub (including Company Common Shares accepted for paymentexchange pursuant to the Offer) so purchased bears and a denominator equal to the total number of Company Common Shares (excluding shares held by the Company as treasury stock or owned by the Company or any of its Subsidiaries). At Parent’s request on or after the Acceptance Time, the Company shall (i) seek and accept resignations of incumbent directors and (ii) have such changes registered with the competent Commercial Registry of the Canton of Zug (the “Registrar”). In connection with the designation by Parent of individuals to serve on the Company board of directors, the Company shall, at Parent’s request, cause individuals designated by Parent to constitute the number of Shares outstanding. The Company shallmembers, upon request by Purchaser, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed rounded up to the Board of Directors of the Companynext whole number, including without limitation, increasing the size of the Board of Directors of the Company or securing the resignations of such number of directors as is necessary to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (iA) each committee of the Board Company board of Directors of the Company directors and (iiB) each Board board of Directors and each committee thereof (managing) directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as such individuals represent on the Company. ’s board of directors, in each case subject to any limitation imposed by applicable Law (including NYSE rules). (b) The Company's ’s obligations to appoint designees propose and recommend the Board Modification pursuant to its Board of Directors Sections 1.5(a) and 7.1(c) shall be subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder and Swiss Law, as applicable. At the request of Purchaser, the The Company shall promptly take all actions required pursuant actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) of the Exchange Act and Rule 14f-1 under the Exchange Act promulgated thereunder require in order to fulfill its obligations under this Section 1.04 1.5 and shall include in the Schedule 14D-9 or otherwise Section 7.1(c), so long as Parent has timely mail to its shareholders all necessary information to comply therewith. Parent and Purchaser will supply provided to the Company, and be solely responsible for, all Company in writing any information with respect to themselves itself and their respective its nominees, officers, directors and affiliates Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent shall promptly supply to the Company in writing, and shall be solely responsible for the accuracy and completeness of, all such Section and Ruleinformation. (bc) Following In the election event that Parent’s designees are elected or appointment appointed to the Company board of Purchaser's designees directors pursuant to Section 1.04(aSections 1.5(a) and 7.1(c), until the Effective Time or, if the Squeeze-Out Condition has not been satisfied as of immediately prior to the Effective Acceptance Time, until the earlier of the second anniversary of the Acceptance Time and so long as there the completion of the Squeeze-Out Merger, the Company board of directors shall be have at least one Continuing Director two (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote of a majority of the 2) directors of the Company then in office who are directors of the Company on the date hereof and who are neither officers of the Company nor shareholders, Affiliates, or associates (within the "CONTINUING DIRECTORS"meaning of the U.S. federal securities Law and the Swiss Code of Obligations) of Parent (“Continuing Directors”), which action as designated by Parent in its sole and absolute discretion; provided that in such event, if the number of Continuing Directors shall be reduced below two (2), the remaining Continuing Director shall be entitled to designate a person to be elected by the shareholders of the Company to fill such vacancy who shall be deemed to constitute be a Continuing Director for purposes of this Agreement or, if no other Continuing Director then remains, the action other directors shall be entitled to (and shall be directed by Parent to) designate directors to be elected by the shareholders of the full Board Company to fill such vacancies who shall not be officers of Directors even if the Company or shareholders, Affiliates or associates of Parent, and such majority of Persons shall be deemed to be Continuing Directors does for purposes of this Agreement, it being understood and agreed that Parent and the Company shall take such actions which are necessary to elect the respective designated persons as members of the Company board of directors. (d) Notwithstanding anything in this Agreement to the contrary, following the election of Parent’s designees to the Company board of directors pursuant to Section 1.5(a) and until the Effective Time, or, if the Squeeze-Out Condition has not constitute been satisfied as of immediately prior to the Acceptance Time, until the earlier of the second anniversary of the Acceptance Time and the completion of the Squeeze-Out Merger, any termination of this Agreement by the Company, any amendment of this Agreement, any extension of time for performance of any obligation or action hereunder by Parent or Bid Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or its shareholders (other than Parent, Bid Sub or their Affiliates), officers, directors or employees, or of any right of the Company under this Agreement, any amendment of the Company’s articles of association or organization regulations, any amendment or change to or any other consent or action by the Company board of directors with respect to this Agreement, the Merger Agreement, the Offer or the Merger or any other transaction contemplated hereby or in connection herewith shall only be effected if there are in office one or more Continuing Directors and such action is approved by a majority of all directors the Continuing Directors then in officeoffice (or by the sole Continuing Director if there shall be only one Continuing Director). The Continuing Directors shall have the authority to retain such counsel (which may include current counsel to the Company) and other advisors at the expense of the Company as determined by the Continuing Directors and shall have the authority to institute any action on behalf of the Company to enforce performance of this Agreement.

Directors. (a) Subject Effective upon the acceptance for payment and payment (as evidenced by delivery of cash sufficient to applicable law and pay the Offer Price with respect to each share of Company Common Stock tendered to the extent permitted Exchange Agent with irrevocable instructions to pay to tendering shareholders in accordance with this Agreement) by the National Association Offeror of Securities Dealers, promptly upon the purchase by Purchaser shares pursuant to the Offer of such number of Shares as represents that Offeror shall own at least a majority 66 2/3% of the outstanding Fully Diluted Shares, and from time to time thereafter, Purchaser the Offeror shall be entitled to designate such the number of directorsDirectors, rounded up to the next whole number, to serve on the Company's Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to that equals the product of (i) the total number of directors on the Company's Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this sectionSection) and (ii) the percentage that such the number of Shares beneficially shares of Company Common Stock owned by Parent and/or Purchaser Offeror (including Shares shares of Company Common Stock accepted for paymentpayment and paid for) so purchased bears to the total number of Fully Diluted Shares outstanding. The and Company shall, upon request by Purchaser, promptly shall take all actions action necessary to cause PurchaserOfferor's designees to be elected or appointed to the Company's Board of Directors of the CompanyDirectors, including including, without limitation, increasing the size of the Board of Directors of the Company or securing the resignations of such number of directors as is necessary (to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors extent permitted under Article 2.34(C) of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02TBCA), and seeking and accepting resignations of incumbent directors. The At such times, Company will use its best efforts to cause persons individuals designated by Purchaser Offeror to constitute the same percentage as is such individuals represent on the entire Company's Board of Directors of the Company (giving effect to this Section 1.04) to be on (ix) each committee of the such Board (other than any committee of Directors of the Company and such Board established to take action under this Agreement), (iiy) each Board of Directors Directors (a) are in addition to and each committee thereof shall not limit any rights which Buyer, MergerCo or any of each Subsidiary their affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the Company. The election of directors or otherwise. (b) Company's obligations to appoint designees of Offeror to its the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder. At the request of PurchaserSubject to applicable law, the Company shall promptly take all actions action requested by Offeror necessary to effect any such election, including mailing to its shareholders the information statement containing the information required pursuant to by Section 14(f) of the Exchange Act and Rule 14f-1 under promulgated thereunder, and Company agrees to make such mailing with the Exchange Act in order to fulfill its obligations under this Section 1.04 and shall include in mailing of the Schedule 14D-9 or otherwise (provided that Offeror shall have provided to Company on a timely mail basis all information required to its shareholders all necessary be included in such information statement with respect to comply therewithOfferor's designees). Parent and Purchaser Offeror will supply to the Company, Company in writing and be solely responsible for, all for any information with respect to themselves itself and their respective its nominees, officers, directors and affiliates required by such Section and Rule. (b) Following the election or appointment of Purchaser's designees pursuant to Section 1.04(a14(f) and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote of a majority of the directors of the Company then in office who are directors of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officeRule 14f-1.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Effective upon the purchase by Purchaser pursuant to the Offer of such number of Shares as represents at least a majority of the outstanding Shares, Closing and from time to time thereafter, Purchaser subject to applicable Law and any listing agreement with or rules of Nasdaq, Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, to serve on the Company Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to that equals the product of (i) the total number of directors on the Company Board of Directors of the Company (after giving effect to the election of any additional directors pursuant to this sectionSection 1.3) and (ii) the percentage that such the number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to the total number of Shares outstanding. The , and the Company shall, upon request by Purchaser, promptly take all actions necessary to shall cause Purchaser's Parent’s designees to be elected or appointed to the Board of Directors of the Company, including without limitation, increasing the size of the Board of Directors such classes of the Company or securing Board so as to be as evenly distributed as possible among the resignations three classes of such the Company Board, including by increasing the number of directors as is necessary and seeking and accepting resignations of incumbent directors; provided that at all times prior to provide Purchaser with the Effective Time there shall be at least two directors on the Company Board not designated by Parent. As used in this Agreement, the term “beneficial ownership” (and its correlative terms) shall have the meaning assigned to such level term in Rule 13d-3 under the Exchange Act. At such time, the Company shall also cause individuals designated by Parent to constitute the number of representationdirectors, or both; PROVIDEDrounded up to the next whole number, HOWEVER, that the Board of Directors on each committee of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons designated by Purchaser to constitute Board that represents the same percentage as is such individuals represent on the entire Board of Directors of the Company Board. (giving effect to this Section 1.04b) to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's ’s obligations to appoint Parent’s designees to its the Company Board of Directors shall be subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder. At the request of Purchaser, the The Company shall promptly take all actions required pursuant necessary to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 under the Exchange Act require in order to fulfill its obligations under this Section 1.04 and 1.3(b), which, unless Parent otherwise elects, shall include in be mailed together with the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith14D-9. Parent and Purchaser will shall supply to the Company, Company in writing and be solely responsible for, all for any information with respect to themselves itself and their respective its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) shall be subject to the receipt of such Section and Ruleinformation. (bc) Following the election or appointment of Purchaser's Parent’s designees pursuant to Section 1.04(a1.3(a) and prior to until the Effective Time, and so long as there the approval of a majority of the directors of the Company then in office who were not designated by Parent shall be at least one Continuing Director required to authorize (as defined below)and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations obligation or other acts of action hereunder by Parent or Purchaser under this Agreement and Purchaser, any exercise or waiver of compliance with any of the Company's rights agreements or remedies under this Agreement will require conditions contained herein for the affirmative vote of a majority of the directors benefit of the Company then or any other action (or inaction) under or in office who are directors of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action of the full Board of Directors even connection with this Agreement if such majority of Continuing Directors does not constitute a majority of all directors then in officeaction (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Purchaser).

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly upon the purchase by Purchaser pursuant to Following the Offer of such number of Shares as represents at least a majority of the outstanding SharesClosing, and from time to time thereafter, Purchaser Parent or Sub shall be entitled to designate designate, from time to time, such number of members of the Board of Directors of the Company as will give Sub, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, representation equal to at least that number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to that is the product of (a) the total number of directors (giving effect to the directors elected or appointed pursuant to this sentence) multiplied by (b) the percentage that (i) the number of directors on the Board shares of Directors Company Common Stock owned by Parent, Sub or any other Subsidiary of the Parent (including shares of Company (giving effect Common Stock accepted for payment and paid for pursuant to the election of any additional directors pursuant Offer) bears to this section) and (ii) the percentage that such number of Shares beneficially owned by shares of the Company Common Stock then outstanding; provided, however, that in no event shall Parent and/or Purchaser (including Shares accepted for payment) so purchased bears or Sub be entitled to designate any directors to serve on the Company's Board of Directors unless the number of Shares outstandingshares of Company Common Stock owned by Parent, Sub or any other Subsidiary of Parent shall equal at least a majority of the voting power of the then-outstanding shares of Company Common Stock. The Company shall, upon request by Purchaser, promptly shall take all actions action reasonably requested by Parent necessary to cause Purchaser's designees to be elected effect any such election or appointed to the Board of Directors of the Companyappointment, including without limitation, (A) increasing the size of the Board of Directors of the Company or securing and (B) obtaining the resignations resignation of such number of its current directors as is is, in each case, necessary to provide Purchaser with enable such level of representation, designees to be so elected or both; PROVIDED, HOWEVER, that appointed to the Board of Directors of the Company shall continue in compliance with applicable Law (including, to include no fewer than two Continuing Directors (as defined below) until the extent applicable prior to the Effective Time (as defined in Section 2.02Time, Rule 10A-3 under the Exchange Act and NASDAQ Rules 4350(c) and 4350(d)(2)). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint designees shall mail to its Board of Directors shall be subject to compliance with stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) Act and Rule 14f-1 under thereunder, and the Exchange Act in order Company agrees to fulfill its obligations under this Section 1.04 and shall include in make such mailing concurrently with the mailing of the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith. (provided that Parent and Purchaser will supply Sub shall have provided to the Company, and be solely responsible for, Company on a timely basis all information required to be included in the Information Statement with respect to themselves such designees and their respective with respect to Parent's officers, directors and affiliates required by such Section and Ruleaffiliates). (b) Following the election or appointment of PurchaserParent's or Sub's designees pursuant to Section 1.04(a6.09(a) and prior to the Effective Time, and so long as there the affirmative vote of a majority of the Parent Independent Directors then in office shall be at least one Continuing Director required for (as defined below)i) the Company to consent (a) to amend or terminate this Agreement, (b) to waive any amendment of the Company's rights or termination of remedies under this Agreement requiring action by or (c) to extend the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under Sub or (ii) any withdrawal, modification, amendment or qualification by the Company's Board of Directors of the recommendation described in Section 4.01(d). For purposes of this Agreement and any exercise or waiver of any Agreement, a "Parent Independent Director" shall mean a member of the Company's rights or remedies under this Agreement will require the affirmative vote of a majority of the directors of the Company then in office who are directors of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action of the full Board of Directors even that (i) would be an "independent director" of Parent within the meaning of NASDAQ Rule 4200(a)(15) if such majority director were then serving as a member of Continuing Parent's Board of Directors and (ii) does not constitute otherwise have a majority relationship which, in the opinion of all directors then the Company's Board of Directors, would interfere with the exercise of independent judgment in officecarrying out the responsibilities of a director.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase by the Purchaser --------- of any Shares pursuant to the Offer of such number of Shares as represents at least a majority of the outstanding SharesOffer, and from time to time thereafterthereafter as Shares are acquired by the Purchaser, so long as the Purchaser shall not have waived the Minimum Condition, the Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Purchaser the Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of (i) the total number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors appointed or elected pursuant to this sectionsentence and including current directors serving as officers of the Company) and (ii) multiplied by the percentage that such the aggregate number of Shares beneficially owned by Parent and/or the Purchaser or any affiliate of the Purchaser (including for purposes of this Section 1.3 such Shares as are accepted for paymentpayment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) so purchased bears to the number of Shares outstanding. At such times, the Company will also cause (i) each committee of the Board of Directors, (ii) if requested by the Purchaser, the board of directors of each of the Company's Subsidiaries and (iii) if requested by the Purchaser, each committee of such board to include persons designated by the Purchaser constituting the same percentage of each such committee or board as the Purchaser's designees are of the Board of Directors. The Company shall, upon request by the Purchaser, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to the Board of Directors of the Company, including without limitation, increasing increase the size of the Board of Directors of the Company or securing exercise its best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that enable the Purchaser's designees to be elected to the Board of Directors and shall cause the Purchaser's designees to be so elected; provided, however, that, in the event that the Purchaser's designees -------- ------- are appointed or elected to the Board of the Company shall continue to include no fewer than two Continuing Directors (as defined below) Directors, until the Effective Time (as defined in Section 2.02). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.042.2 hereof) to be on (i) each committee of the Board of Directors shall have at least one director who is a director on the date hereof and who is neither an officer of the Company and nor a designee, shareholder, affiliate or associate (ii) each Board of Directors and each committee thereof of each Subsidiary within the meaning of the Company. The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(fFederal securities laws) of the Exchange ActPurchaser (one or more of such directors, the "Independent Directors"); provided further, that if no --------------------- -------- ------- Independent Directors remain, the other directors shall designate one person to fill one of the vacancies who shall not be either an officer of the Company or a designee, shareholder, affiliate or associate of the Purchaser or the Parent, and such person shall be deemed to be an Independent Director for purposes of this Agreement. At the request of PurchaserSubject to applicable law, the Company shall promptly take all actions required action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 under the Exchange Act promulgated thereunder in order to fulfill its obligations under this Section 1.04 1.3 and shall include in the Schedule 14D-9 mailed to shareholders promptly after the commencement of the Offer (or otherwise timely mail an amendment thereof or an information statement pursuant to Rule 14f-1 if the Purchaser has not theretofore designated directors) such information with respect to the Company and its shareholders all necessary information officers and directors as is required under Section 14(f) and Rule 14f-1 in order to comply therewithfulfill its obligations under this Section 1.3. The Parent and the Purchaser will supply to the Company, Company and be solely responsible for, all for any information with respect to themselves itself and their respective its nominees, officers, directors and affiliates required by such Section and Rule. (b) Following the election or appointment of Purchaser's designees pursuant to Section 1.04(a14(f) and Rule 14f-1. Notwithstanding anything in this Agreement to the contrary, prior to the Effective Time, and so long as there the affirmative vote of a majority of the Independent Directors shall be at least one Continuing Director required to (as defined below), any amendment i) amend or termination of terminate this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any (ii) exercise or waiver of waive any of the Company's rights or remedies under this Agreement will require hereunder, or (iii) extend the affirmative vote of a majority time for performance of the directors of the Company then in office who are directors of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officePurchaser's obligations hereunder.

Directors. (a) Subject Parent, Buyer and the Company shall use their respective reasonable best efforts (including, in the case of the Company, obtaining the necessary resignations of existing directors) to applicable law ensure that the Company Board will, upon the Closing, be comprised of at least seven (7) directors, (i) at least five (5) of whom may be designated in writing by Parent and Buyer (the “Buyer Directors”), in their sole discretion, as soon as reasonably practicable and in any event prior to convening the EGM, and (ii) at least two (2) of whom shall initially be current non-executive directors of the Company designated by the Company and Buyer by mutual written agreement (if and to the extent permitted by the National Association of Securities Dealers, promptly upon the purchase by Purchaser pursuant that they shall agree to the Offer of such number of Shares as represents at least a majority of the outstanding Shares, and from time to time thereafter, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, continue to serve on the Company Board of Directors after the Closing), and who are at all times independent from Parent and Buyer and at all times qualify as independent in accordance with the independence standards set forth in the Dutch Corporate Governance Code 2016; provided, that, if and to the extent that the current non-executive directors of the Company as will give Purchaser representation do not agree to serve on the Company Board of Directors of after the Closing, Buyer shall (and Parent shall cause Buyer to) designate replacement directors who are at all times independent from Parent and Buyer and who at all times qualify as independent in accordance with the independence standards set forth in the Dutch Corporate Governance Code 2016, as promptly as reasonably practicable and in any event prior to convening the EGM (the directors so designated, “Independent Directors”). (b) Each Independent Director shall resign from, and the Company equal shall take such other action reasonably necessary to ensure that each such Independent Director ceases to be a director of, the product Company Board upon the earliest to occur of (i) such time after the number of directors on Acceptance Time as Buyer and its Affiliates, in the Board of Directors aggregate, own one hundred percent (100%) of the Company (giving effect issued and outstanding Shares, including, for the avoidance of doubt, pursuant to the election of any additional directors pursuant to this section) Mergers and (ii) the percentage that such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to Second Step Distribution having been made and the number of Shares outstanding. The Company shall, upon request by Purchaser, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to the Board of Directors of the Company, including without limitation, increasing the size of the Board of Directors of the Company or securing the resignations of such number of directors as is necessary to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board of Directors subsequent liquidation and dissolution of the Company (giving effect to this Section 1.04the “Liquidation”) having been completed. (c) If, at any time after the Closing, an Independent Director resigns from, or otherwise ceases to be on a member of the Company Board, or ceases to be independent (in accordance with the independence standards set forth in the Dutch Corporate Governance Code 2016) from Parent or Buyer, in each case, prior to the date of resignation contemplated by Section 2.5(b), Parent shall procure that the respective Independent Director is replaced by a new director who is independent from Parent and Buyer and at all times qualifies as independent in accordance with the independence standards set forth in the Dutch Corporate Governance Code 2016. (d) Parent and Buyer shall supply to the Company in writing any information regarding the Buyer Directors, and (to the extent applicable) those Independent Directors designated by Buyer, as required by applicable Laws in connection with the appointment of the Buyer Directors, and (to the extent applicable) those Independent Directors designated by Buyer, to the Company Board, and Parent and Buyer shall be solely responsible for any such information. (e) In addition to the discharge contemplated by Section 2.4(a)(v), Buyer shall (i) each committee at the first annual or extraordinary general meeting of the Board of Directors shareholders of the Company held after the Closing, cause all members of the Company Board resigning effective upon the Acceptance Time to be fully and finally discharged for their acts of management or supervision, as applicable and (ii) each Board at the first annual or extraordinary general meeting of Directors and each committee thereof of each Subsidiary shareholders of the Company. The Company's obligations Company held after the resignation of an Independent Director, cause such Independent Directors to appoint designees to its Board be fully and finally discharged for his or her acts of Directors shall supervision; provided, that such discharge will be subject to compliance with Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 and shall include in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Purchaser will supply limited to the Company, and be solely responsible for, all information with respect extent provided by general principles of Dutch law as in effect from time to themselves and their respective officers, directors and affiliates required by such Section and Ruletime. (bf) Following the election or appointment of Purchaser's designees pursuant to Section 1.04(a) and prior to the Effective TimeNotwithstanding any other required vote, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote of the Independent Directors shall also be required for approving: (i) any restructuring that would reasonably be expected to lead to a majority dilution of the directors shareholdings of the Minority Shareholders, other than (A) pursuant to a rights issue by the Company or any other share issue where the Minority Shareholders have been offered an opportunity to subscribe pro rata in accordance with their then existing shareholding in office who are directors the Company (voorkeursrecht), (B) the Asset Sale, the Second Step Distribution and the Liquidation, (C) the Mergers or (D) the Compulsory Acquisition; and (ii) any other form of unequal treatment that prejudices or would reasonably be expected to prejudice or negatively affect the value of the Company on Shares or voting rights attached to the date hereof Shares held by the Minority Shareholders, but in any event not including (A) the "CONTINUING DIRECTORS")Asset Sale, which action shall be deemed to constitute the action of Second Step Distribution and the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officeLiquidation, (B) the Mergers or (C) the Compulsory Acquisition.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Effective upon the purchase by Purchaser acceptance for payment of any Company Shares pursuant to the Offer of such number of Shares as represents at least a majority of (the outstanding Shares“Acceptance Time”), and from time to time thereafter, Purchaser Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, to serve on the Company Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to that equals the product of (ix) the total number of directors on the Company Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this section) Section), and (iiy) the percentage that such the number of Company Shares beneficially owned by Parent and/or Purchaser Merger Subsidiary (including Company Shares accepted for payment) so purchased bears to the total number of Company Shares outstanding. The , and the Company shall, upon request by Purchaser, promptly shall take all actions action necessary to cause Purchaser's Parent’s designees to be elected or appointed to the Board of Directors of the CompanyCompany Board, including without limitation, increasing the size number of the Board directors, and seeking and accepting resignations of Directors of incumbent directors. At such time, the Company or securing shall, to the resignations of such number of directors as is fullest extent permitted by Applicable Law take all action necessary to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons individuals designated by Purchaser Parent to constitute the same percentage as is on number of members, rounded up to the entire Board of Directors of the Company (giving effect to this Section 1.04) to be next whole number, on (i) each committee of the Company Board of Directors of the Company and (ii) each Board board of Directors and each committee thereof directors of each Subsidiary of the CompanyCompany (and each committee thereof) that represents the same percentage as such individuals represent on the Company Board, in each case to the fullest extent permitted by Applicable Law. In the event that Parent’s designees are elected or appointed to the Company Board pursuant to this Section 2.03(a), until the Effective Time, the Company Board shall have at least such number of directors as may be required by the rules and regulations of Nasdaq or the federal securities laws who are considered independent directors within the meaning of such rules and laws (each, a “Continuing Director”, and together, the “Continuing Directors”), provided however, that if the number of Continuing Directors shall be reduced below the number of directors as may be required by such rules and laws for any reason, the remaining Continuing Directors shall be entitled to designate persons to fill such vacancies with persons who shall be deemed Continuing Directors for purposes of this Agreement, or if no Continuing Director then remains, the other directors shall designate such number of directors as may be required by the rules and laws to fill such vacancies and who shall not be stockholders in or Affiliates of the Parent, and such persons shall be deemed Continuing Directors for purposes hereof. (b) The Company's ’s obligations to appoint Parent’s designees to its the Company Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act1934 Act and Rule 14f-1 promulgated thereunder. At the request of Purchaser, the The Company shall promptly take all actions required pursuant actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 under the Exchange Act require in order to fulfill its obligations under this Section 1.04 and shall include in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewithSection. Parent and Purchaser will shall supply to the Company, and be solely responsible for, all Company in writing any information with respect to themselves itself and their respective its nominees, officers, directors and affiliates required by such Section 14(f) and RuleRule 14f-1. (bc) Following the election or appointment of Purchaser's Parent’s designees pursuant to Section 1.04(a2.03(a) and prior to until the Effective Time, and so long as there the approval of a majority of the Continuing Directors shall be at least one Continuing Director required to authorize (as defined below)and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) (i) any amendment or termination of this Agreement requiring action by the Company, (ii) any decrease in or change of form of the Merger Consideration, (iii) any extension of time for the performance of any of the obligations of Merger Subsidiary or other acts Parent hereunder, (iv) any waiver of compliance with the performance of any obligation or action hereunder by Parent or Purchaser under this Agreement and Merger Subsidiary for the benefit of the Company or any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote of a majority of the directors right of the Company then in office who are directors under this Agreement, (v) any amendment to the certificate of incorporation of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action or bylaws of the full Company or (vi) any other action or consent by the Company or the Company Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officewith respect to this Agreement, the Merger or any other transaction contemplated hereby.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase by Purchaser pursuant to the Offer of such number of Shares as represents satisfy at least a majority of the outstanding SharesMinimum Tender Condition, and from time to time thereafter, Purchaser shall will be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Company Board of Directors of the Company as will give Purchaser representation on the Company Board of Directors of the Company equal to the product of (i) the total number of directors on the Company Board of Directors of the Company (after giving effect to any increase in the election number of any additional directors pursuant to this sectionSection 1.4) and (ii) the percentage that such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to the total number of then-outstanding Shares outstanding. The on a fully-diluted basis, and the Company shallwill, upon request by Purchaser, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to the Board of Directors of the Company, including without limitation, increasing increase the size of the Company Board of Directors of the Company or securing use commercially reasonable efforts to seek the resignations of such number of directors as is necessary to provide Purchaser with such level of representationrepresentation and will use commercially reasonable efforts to cause Purchaser’s designees to be so elected or appointed. Subject to the applicable requirements of Nasdaq, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue will also use commercially reasonable efforts to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons individuals designated by Purchaser to constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Company Board of Directors as the percentage of the entire Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Companyrepresented by individuals designated by Purchaser. The Company's ’s obligations to appoint designees to its the Company Board of Directors shall will be subject to compliance with Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions will file with the SEC and mail to the holders of Shares the information required pursuant to by Section 14(f) of the Exchange Act and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 and shall include in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewithpromulgated thereunder. Parent and Purchaser will supply to the Company, and be solely responsible for, Company all information with respect to themselves and their respective officers, directors and affiliates Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and Parent and Purchaser will be solely responsible for such information. For purposes of this Agreement, such information required by Section 14(f) of the Exchange Act and RuleRule 14f-1 promulgated thereunder that is filed with the SEC and mailed to holders of Shares will be considered part of the Schedule 14D-9. (b) Notwithstanding the provisions of this Section 1.4, the Company, Parent and Purchaser shall cause the Company Board to include, at all times prior to the Effective Time, at least three of the members of the Company Board, selected by the members of the Company Board, who were directors of the Company on the date of this Agreement (“Continuing Directors”), each of whom shall be an “independent director” as defined by Rule 4200(a)(15) of the Nasdaq Marketplace Rules and eligible to serve on the Company’s audit committee under the Exchange Act and the applicable requirements of Nasdaq; provided, however, that if at any time prior to the Effective Time there shall be fewer than three (3) Continuing Directors serving as directors of the Company for any reason, then the Company Board shall take all necessary action (including creating a committee of the Company Board) to cause an individual selected by the remaining Continuing Directors (or Continuing Director, if there shall be only one (1) Continuing Director remaining) who satisfies the foregoing independence requirements and who is not an officer, director, stockholder or designee of Parent or any of its Affiliates to be appointed to serve on the Company Board (and such individual shall be deemed to be a Continuing Director for all purposes under this Agreement). (c) Following the election or appointment of Purchaser's ’s designees pursuant to Section 1.04(a1.4(a) and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below)any action by the Company with respect to any amendment, supplement, modification, or waiver of any term of this Agreement, any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and Agreement, any exercise or waiver of compliance with any of the agreements or conditions under this Agreement that are for the benefit of the Company's , any amendment to the Articles of Organization or Bylaws, any authorization of an agreement between the Company and any of its Affiliates, on the one hand, and Parent, Purchaser or any of their Affiliates, on the other hand, any exercise of the Company’s rights or remedies under this Agreement and any action to seek to enforce any obligation of Parent or Purchaser under this Agreement (or any other action by the Company Board with respect to this Agreement, the Offer or the Merger if such other action adversely affects, or could reasonably be expected to adversely affect, any of the holders of Shares other than Parent or Purchaser) may only be authorized by, and will require the affirmative vote of authorization of, a majority of the Continuing Directors (or by the Continuing Director should there be only one). For purposes of considering any matter set forth in this Section 1.4(c), the Continuing Directors will be permitted to meet without the presence of the other directors. The Continuing Directors will have the authority to retain such counsel (which may include current counsel to the Company) and other advisors at the expense of the Company as determined by the Continuing Directors and will have the authority to institute any action on behalf of the Company to enforce performance of this Agreement or any of the Company’s rights hereunder. The Company will indemnify and advance expenses to, and Parent will cause the Company to indemnify and advance expenses to, the Continuing Directors in connection with their service as directors of the Company then prior to the Effective Time to the fullest extent permitted by applicable Law and in office accordance with the provisions of Section 6.5 hereof. (d) In the event that Purchaser’s designees are elected or appointed to the Company Board pursuant to Section 1.4(a), until the Effective Time, (i) the Company Board will have at least such number of directors as may be required by the Nasdaq rules or the federal securities Laws who are considered independent directors within the meaning of such rules and Laws (“Independent Directors”) and (ii) each committee of the Company on Board that is required (or a majority of which is required) by the date hereof (Nasdaq rules or the "CONTINUING DIRECTORS")federal securities Laws to be composed solely of Independent Directors will be so composed; provided, which action shall however, if the number of Independent Directors is reduced below the number of directors as may be required by such rules or Laws for any reason, the remaining Independent Director(s) will be entitled to designate persons to fill such vacancies who will be deemed to constitute be Independent Directors for purposes of this Agreement or, if no Independent Director then remains, the action other directors will designate such number of directors as may be required by the full Board Nasdaq rules and the federal securities Laws to fill such vacancies who will not be shareholders or Affiliates of Parent or Purchaser, and such Persons will be deemed to be Independent Directors even if such majority for purposes of Continuing Directors does not constitute a majority of all directors then in officethis Agreement.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly 3.5.1. Promptly upon the purchase of and payment for Company Common Shares by Purchaser pursuant Parent on the Share Purchase Date and prior to the Offer Effective Time, (i) the size of such the Board of Directors of the Company shall be decreased to seven, (ii) all current directors shall resign, other than three of the current directors who are not employees of the Company or shareholders, affiliates, associates or employees of Parent or Purchaser (as shall be designated by the board of directors of the Company prior to the Share Purchase Date), and (iii) a number of Shares as represents at least a majority of persons equal to the outstanding Shares, and from time to time thereafter, Purchaser aggregate vacancies so created shall be entitled designated by Parent and shall be elected to designate such number of directors, rounded up to fill the next whole number, vacancies so created. Any person designated by Parent to serve on the Board of Directors of the Company as will give Purchaser representation on between the Board of Directors Share Purchase Date and the Effective Time shall be responsible, qualified and knowledgeable about the retail industry and/or the sporting goods industry, and the persons designated by Parent to serve shall, collectively, satisfy all applicable NASD listing standards for composition of the Company equal to the product of (i) the number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this section) and (ii) the percentage that such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to the number of Shares outstandingboard. The Company shall, upon request by Purchaserof Parent, use its reasonable best efforts promptly take all actions to secure the resignations of such number of its incumbent directors as is necessary to cause Purchaser's enable Parent’s designees to be so elected or appointed to the Board of Directors (and to the extent the Company is not successful in securing all of the Companysuch resignations, including without limitation, increasing increase the size of the Board of Directors to enable Parent to designate a majority of the Company or securing the resignations of such total number of directors as is necessary to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company), and shall use its reasonable best efforts to cause Parent’s designees to be so elected or appointed at such time. The Company's ’s obligations to appoint designees to its Board of Directors under this Section 3.5.1 shall be subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder. At the request of Purchaser, the The Company shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 and shall include in 3.5.1 (subject to Parent’s timely notification to the Company of such information as is necessary to fulfill such obligations), including mailing to shareholders (together with the Schedule 14D-9 if Parent has then provided the necessary information) the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable the parent’s designees to be elected or otherwise timely mail appointed to its shareholders all necessary information to comply therewiththe Company’s board of directors. Parent and or Purchaser will supply to the Company, Company in writing and be solely responsible for, all for any information with respect to themselves either of them and their respective nominees, officers, directors and affiliates required by such Section 14(f) and RuleRule 14f-1. The provisions of this Section 3.5.1 are in addition to and shall not limit any rights which Purchaser, Parent or any of their affiliates may have as a holder or beneficial owner of Company Common Shares as a matter of law with respect to the election of directors of the Company or otherwise. (b) Following 3.5.2. As provided in Section 3.5.1, following the election or appointment of Purchaser's designees pursuant to Section 1.04(a) Share Purchase Date and prior to the Effective Time, the Company shall cause its Board of Directors to have at least three directors who are directors on the date hereof and so long as who are not employed by the Company and who are not affiliates, associates, shareholders or employees of Parent or Purchaser (the “Independent Directors”); provided, however, that if any Independent Directors cease to be directors for any reason whatsoever, the remaining Independent Directors (or Independent Director, if there is only one remaining) shall be at least one Continuing Director (as defined below)entitled to designate any other person(s) who shall not be shareholders, affiliates, associates or employees of Parent or any amendment or termination of its subsidiaries to fill such vacancies and such person(s) shall be deemed to be Independent Director(s) for purposes of this Agreement requiring (provided that the remaining Independent Directors shall fill such vacancies as soon as practicable, but in any event within five business days, and provided further that if no Independent Director then remains, the other directors shall designate three persons who shall not be shareholders, affiliates, associates or employees of Parent or any of its subsidiaries to fill such vacancies and such persons shall be deemed to be Independent Directors for purposes of this Agreement). Following the Share Purchase Date and prior to the Effective Time, neither Parent nor Purchaser will take any action to cause any Independent Director to be removed other than for cause. Notwithstanding anything in this Agreement to the contrary, after the Share Purchase Date and prior to the Effective Time, any approval by the Board of Directors or any other Company action must be made at a time when there are at least three Independent Directors serving on the board of directors of the Company and with the approval of at least six of the seven directors of the Company (in each case, or such other number of directors that ensures that at least a majority of the Independent Directors has granted such approval) in order to (i) amend or terminate this Agreement by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any (ii) exercise or waiver of waive any of the Company's rights ’s rights, benefits or remedies hereunder, or (iii) take any other action of the Board of Directors under or in connection with this Agreement will require in any manner that adversely affects the affirmative vote holders of Company Common Shares, as determined by a majority of the directors Independent Directors. The Independent Directors shall have the authority to retain such counsel and other advisors at the expense of the Company then in office who are directors as determined appropriate by any of the Company Independent Directors. In addition, the Independent Directors shall have the authority to institute any action, on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action behalf of the full Board Company, to enforce performance of Directors even if this Agreement. For purposes of this Agreement, an “affiliate” of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such majority of Continuing Directors does not constitute a majority of all directors then in officefirst person.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase acquisition by Purchaser pursuant to the Offer of such number of Shares as represents at least a majority of which satisfies the outstanding Shares, Minimum Condition and from time to time thereafter, Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors a majority of the Company as will give Purchaser representation on the Board of Directors of the Company equal to the product of (i) the number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this section) and (ii) the percentage that such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to the number of Shares outstanding. The Company shall, upon request by Purchaser, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to the Board of Directors members of the Company, including without limitation, increasing the size of the 's Board of Directors of the Company or securing the resignations of such number of directors as is necessary to provide Purchaser with such level of representationDirectors, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. At The Company shall, upon request by Parent, promptly increase the request size of Purchaser, the Board of Directors to the extent permitted by its Certificate of Incorporation and/or secure the resignations of such number of directors as is necessary to enable Parent's designees to be elected to the Board of Directors and shall use its reasonable efforts to cause Parent's designees to be so elected. The Company shall promptly take take, at its expense, all actions action necessary to effect any such election, including mailing to its stockholders the information required pursuant to by Section 14(f) of the Exchange Act and Rule 14f-1 under the Exchange Act promulgated thereunder in order form and substance reasonably satisfactory to fulfill its obligations under this Section 1.04 and shall include in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Purchaser will supply to the Company, and be solely responsible for, all information with respect to themselves and their respective officers, directors and affiliates required by such Section and Rule. (b) its counsel. Following the election or appointment of PurchaserParent's designees pursuant to this Section 1.04(a) 1.3 and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the CompanyAgreement, any extension of time for the performance of any or waiver of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will hereunder, shall require the affirmative vote concurrence of a majority of the Company's directors (or the concurrence of the Company director, if there is only one remaining) then in office who are directors of the Company on the date hereof hereof, or are directors (other than directors designated by Parent in accordance with this Section 1.3) designated by such persons to fill any vacancy (the "CONTINUING DIRECTORS"); provided, which action however, that, if there shall be deemed to constitute the action no Continuing Directors, such actions may be affected by majority vote of the full entire Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in office.Directors, except that

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase of and payment for shares of ASARCO by Purchaser pursuant to the Offer Parent or any of such number of Shares as represents its Subsidiaries which represent at least a majority of the outstanding Sharesshares of ASARCO Common Stock (on a fully diluted basis) pursuant to the ASARCO Offer, and from time to time thereafter, Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the ASARCO Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company is equal to the product of (i) the total number of directors on the such Board of Directors of the Company (giving effect to the election of any additional directors designated by Parent pursuant to this sectionsentence) and (ii) multiplied by the percentage that such the aggregate number of Shares shares of ASARCO Common Stock beneficially owned by SubA, Parent and/or Purchaser (including Shares accepted for payment) so purchased and any other wholly-owned subsidiary of Parent bears to the total number of Shares shares of ASARCO Common Stock then outstanding. The Company ASARCO shall, upon request by Purchaserof SubA, use all reasonable efforts promptly take all actions necessary either to cause Purchaser's designees to be elected or appointed to increase the size of its Board of Directors of the Companyor, including without limitationat ASARCO's election, increasing the size of the Board of Directors of the Company or securing secure the resignations of such number of its incumbent directors as is necessary to provide Purchaser with such level enable Parent's designees to be so elected to the ASARCO Board, and shall cause Parent's designees to be so elected. Notwithstanding the foregoing, until the Effective Time, ASARCO shall retain as members of representation, or both; PROVIDED, HOWEVER, that the its Board of Directors at least two directors who are directors of ASARCO on the Company date hereof (the "ASARCO Designees"); provided, that subsequent to the purchase of and payment for shares of ASARCO Common Stock pursuant to the ASARCO Offer, Parent shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons designated by Purchaser to constitute the same percentage as is on always have its designees represent at least a majority of the entire Board of Directors of the Company (giving effect to Directors. ASARCO's obligations under this Section 1.041.4(a) to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder. At the request of Purchaser, the Company ASARCO shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 1.4(a), including mailing to shareholders the information required by such Section 14(f) and shall include in Rule 14f-1 as is necessary to enable Parent's designees to be elected to the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewithASARCO Board of Directors. Parent and Purchaser or SubA will supply to the Company, and be solely responsible for, all ASARCO any information with respect to themselves either of them and their respective nominees, officers, directors and affiliates required by such Section 14(f) and RuleRule 14f-1. (b) Following From and after the election or appointment of Purchasertime, if any, that Parent's designees pursuant to Section 1.04(a) and prior to constitute a majority of the Effective Time, and so long as there shall be at least one Continuing Director (as defined below)ASARCO Board, any amendment or of this Agreement, any termination of this Agreement requiring action by the CompanyASARCO, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and SubA hereunder, any exercise or waiver of any condition or any of the CompanyASARCO's rights hereunder or remedies under this Agreement will require other action by ASARCO hereunder may be effected only by the affirmative vote action of a majority of the directors of the Company ASARCO then in office who are were directors of the Company ASARCO on the date hereof (the "CONTINUING DIRECTORS")hereof, which action shall be deemed to constitute the action of the full Board of Directors even Directors; provided, that if there shall be no such directors, such actions may be effected by majority vote of Continuing Directors does not constitute a majority of all directors then in officethe entire ASARCO Board.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Effective upon the purchase by Purchaser acceptance for payment of any Shares pursuant to the Offer of such number of Shares as represents at least a majority of the outstanding SharesOffer, and from time to time thereafter, Purchaser Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, to serve on the Company's Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to that equals the product of (i) the total number of directors on the Company's Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this sectionSection) and (ii) the percentage that such the number of Shares beneficially owned by Parent and/or Purchaser Merger Subsidiary (including Shares accepted for payment) so purchased bears to the total number of Shares outstanding. The outstanding (such directors to be allocated as evenly as possible among each of the classes of directors of the Company) and the Company shall, upon request by Purchaser, promptly shall take all actions action necessary to cause PurchaserParent's designees to be elected or appointed to the Company's Board of Directors Directors, including increasing the number of directors or seeking and accepting resignations of incumbent directors. Parent's designees shall serve as evenly as possible among the classes of the Company, including without limitation, increasing the size of the 's Board of Directors of Directors. At such time, the Company or securing the resignations of such number of directors as is necessary will also use its reasonable best efforts to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons individuals designated by Purchaser Parent to constitute the same percentage as is on number of members, rounded up to the entire Board of Directors of the Company (giving effect to this Section 1.04) to be next whole number, on (i) each committee of the Board of Directors of the Company and (ii) each Board board of Directors and each committee thereof directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as such individuals represent on the Board of Directors of the Company. . (b) The Company's obligations to appoint Parent's designees to its the Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act1934 Act and Rule 14f-1 promulgated thereunder. At the request of Purchaser, the The Company shall promptly take all actions required pursuant actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 under the Exchange Act require in order to fulfill its obligations under this Section 1.04 and shall include in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewithSection. Parent and Purchaser will shall supply to the Company, Company in writing and be solely responsible for, all for any information with respect to themselves itself and their respective its nominees, officers, directors and affiliates required by such Section 14(f) and RuleRule 14f-1. (bc) Following the election or appointment of PurchaserParent's designees pursuant to Section 1.04(a2.03(a) and prior to until the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote approval of a majority of the directors of the Company then in office who are directors were not designated by Parent shall be required to (i) authorize (and such authorization shall constitute the authorization of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action of the full Board of Directors even if such majority and no other action on the part of Continuing Directors does not constitute a majority the Company, including any action by any other director of all directors then the Company, shall be required to authorize) any amendment or termination of this Agreement by the Company, any extension of time for performance of any obligation or action hereunder by Parent or Merger Subsidiary, any exercise of rights or waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, and (ii) take any other action by the Company in officeconnection with this Agreement or the transactions contemplated hereby.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase acceptance for payment of, and payment by Purchaser Buyer for, shares of Company Common Stock pursuant to the Offer of such number of Shares as represents at least a majority of the outstanding SharesInitial Offer, and from time to time thereafter, Purchaser Buyer shall be entitled to designate such number of directors on the Board of Directors of the Company as will give Buyer, subject to compliance with Section 14(f) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors, rounded up to the next whole number, which is the percentage that (i) such number of shares of Company Common Stock so accepted for payment and paid for by Buyer in the Initial Offer plus the number of shares of Company Stock otherwise owned by Parent, Buyer or any other subsidiary of Parent bears to serve (ii) the total number of shares of Company Common Stock outstanding, and the Company shall, at such time, cause Buyer's designees to be appointed or elected. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such appointment or election, including mailing to its stockholders an information statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder (either separately or combined with the Schedule 14D-9), and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Buyer shall have provided to the Company on a timely basis all information required to be included in such information statement with respect to Buyer's designees). In connection with the foregoing, the Company will promptly, at the option of Buyer, use its best efforts to either increase the size of the Board of Directors of the Company as will give Purchaser representation on or obtain the Board resignation of Directors of the Company equal to the product of (i) the number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this section) and (ii) the percentage that such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to the number of Shares outstanding. The Company shall, upon request by Purchaser, promptly take all actions its current directors as is necessary to cause Purchaserenable Buyer's designees designee to be elected or appointed to the Board of Directors of the Company, including without limitation, increasing the size of the Board of Directors of the Company or securing the resignations of such number of directors as is necessary to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 and shall include in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Purchaser will supply to the Company, and be solely responsible for, all information with respect to themselves and their respective officers, directors and affiliates required by such Section and Ruleprovided above. (b) Following the election or appointment of Purchaser's designees pursuant to Section 1.04(a) and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote of a majority of the directors of the Company then in office who are directors of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in office.

Directors. (a) Subject to compliance with applicable law and to the extent permitted by the National Association of Securities DealersLaw, promptly upon the purchase payment by Purchaser for Shares pursuant to the Offer of representing at least such number of Shares as represents at least a majority of shall satisfy the outstanding SharesMinimum Condition, and from time to time thereafterthereafter as Shares are acquired by Purchaser, Purchaser shall be entitled to designate for appointment or election such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company is equal to the product of (i) the total number of directors on the Board of Directors of the Company (determined after giving effect to the election of any additional directors pursuant to elected as contemplated by this sectionsentence) and (ii) multiplied by the percentage that such the aggregate number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased or its Affiliates bears to the total number of Shares outstanding. The then outstanding (including for this purpose all Shares that are accepted for payment pursuant to the Offer, but excluding any shares held by Company shalland its Subsidiaries), upon request by Purchaser, and Company shall promptly take all actions necessary to cause allow Purchaser's ’s designees to be elected or appointed to the Board of Directors of the Companyso elected, including without limitationincluding, increasing the size if necessary, (1) calling for a meeting of the Board of Directors and/or shareholders of Company to elect Purchaser’s designees, (2) to the extent necessary, calling for a meeting of the Board of Directors and shareholders of the Company for the purpose of increasing the size of such Board of Directors or securing obtaining the resignations resignation of such number of its directors as is necessary to provide give effect to the foregoing provision and (3) registering at least one Share, duly endorsed and delivered by the Purchaser with or its Affiliates for this purpose, in the name of each such level designee in the books of representationCompany to qualify him or her as a director. At such time, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until also, upon the Effective Time (as defined in Section 2.02). The Company will request of Purchaser, cause such persons designated by Purchaser to constitute at least the same percentage (rounded up to the next whole number) as is on the entire Company’s Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Company’s Board of Directors Directors, subject to compliance with applicable securities laws and the rules of the Company Nasdaq Global Market (“NASDAQ”), SRC and PSE, and (ii) each Board board of Directors and each committee thereof directors (or similar body) of each Subsidiary of the Company. The Company's obligations to appoint designees to its Board Company and each committee of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 and shall include in the Schedule 14D-9 each such board (or otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Purchaser will supply to the Company, and be solely responsible for, all information with respect to themselves and their respective officers, directors and affiliates required by such Section and Rulesimilar body). (b) Following the election or appointment of Purchaser's ’s designees pursuant to this Section 1.04(a) and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below)1.3, any amendment or termination of this Agreement requiring action by the Company, any extension by Company of the time for the performance of any of the obligations or other acts of Parent Purchaser or Purchaser under this Agreement and any exercise or waiver of any of the Company's ’s rights or remedies under this Agreement hereunder, will require the affirmative vote concurrence of at least a majority of the directors of the Company then in office who are not nominees of Purchaser (“Purchaser Insiders”) (or in the case where there are two or fewer directors who are not Purchaser Insiders, the concurrence of one director who is not a Purchaser Insider) if such amendment, termination, extension or waiver would be reasonably likely to have an adverse effect on the minority shareholders of Company. (c) Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3, including mailing to Company’s shareholders the information required by such Section 14(f) and Rule 14f-1 (which Company shall mail together with the Schedule 14D-9 if it receives from Purchaser the information below on a basis timely to permit such mailing). Purchaser shall supply Company such information with respect to Purchaser and its nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the date hereof appointment of any of Purchaser’s designees under this Section 1.3. The provisions of this Section 1.3 are in addition to and shall not limit any rights that Purchaser or any of its Affiliates may have as a holder or beneficial owner of Shares as a matter of Law with respect to the election of directors or otherwise. (d) Prior to the "CONTINUING DIRECTORS")Payment Date, which action shall be deemed to constitute the action Company will cause each member of the full its Board of Directors even if (except to the extent agreed by Purchaser) to execute and deliver a letter, which will not be revoked or amended prior to such majority date, effectuating his or her resignation as a director of Continuing Directors does not constitute a majority of all directors then in officeCompany effective on the Payment Date.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Effective upon the purchase acceptance for payment by Purchaser Merger Sub of Shares pursuant to the Offer of such number of Shares as represents at least a majority of (the outstanding Shares"APPOINTMENT TIME"), and from time to time thereafter, Purchaser Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, to serve on the Company's Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to that equals the product of (i) the total number of directors on the Company's Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this sectionSection 1.03) and (ii) the percentage that such the number of Shares beneficially owned by Parent and/or Purchaser or Merger Sub (including Shares accepted for payment) so purchased bears to the total number of Shares outstanding. The , and Company shall, upon request by Purchaser, promptly shall take all actions action reasonably necessary to cause PurchaserParent's designees to be elected or appointed to the Company's Board of Directors of the CompanyDirectors, including including, without limitation, increasing the size number of the Board of Directors of the Company directors, or securing the seeking and accepting resignations of such number of directors as is necessary to provide Purchaser with such level of representationincumbent directors, or both; PROVIDEDprovided that, HOWEVERprior to the Effective Time, that the Company's Board of Directors shall always have at least two members who were directors of Company prior to consummation of the Company shall continue Offer (each, a "CONTINUING DIRECTOR"). If the number of Continuing Directors is reduced to include no fewer less than two for any reason prior to the Effective Time, the remaining and departing Continuing Directors (as defined below) until shall be entitled to designate a person to fill the Effective Time (as defined vacancy. Notwithstanding anything in Section 2.02). The Company will cause persons designated by Purchaser this Agreement to constitute the same percentage as is on the entire contrary, if Parent's designees are elected to Company's Board of Directors prior to the Effective Time, the affirmative vote of a majority of the Continuing Directors shall be required for Company to (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement, (b) waive any of Company's rights, benefits or remedies hereunder, (c) extend the time for performance of Parent's and Merger Sub's respective obligations hereunder, or (d) approve any other action by Company which is reasonably likely to adversely affect the interests of the stockholders of Company (giving effect to this Section 1.04) to be on other than Parent, Merger Sub and their affiliates (i) each committee of the Board of Directors of the other than Company and its subsidiaries)), with respect to the transactions contemplated by this Agreement. (iib) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-l promulgated thereunder. At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) 1.03 and Rule 14f-1 under the Exchange Act 14f-l in order to fulfill its obligations under this Section 1.04 1.03 and shall include in the Schedule 14D-9 or otherwise timely mail such information with respect to Company and its shareholders all necessary information to comply therewith. officers and directors as is required under Section 14(f) and Rule 14f-l. Parent and Purchaser will supply to the Company, Company in writing and be solely responsible for, all for any information with respect to themselves itself and their respective its nominees, officers, directors and affiliates required by such Section and Rule. (b) Following the election or appointment of Purchaser's designees pursuant to Section 1.04(a14(f) and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote of a majority of the directors of the Company then in office who are directors of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officeRule 14f-1.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Effective upon the purchase payment by Purchaser pursuant to the Offer of such number of Shares as represents at least Merger Subsidiary for a majority of the outstanding SharesShares pursuant to the Offer, and from time to time thereafter, Purchaser Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, to serve on the Company's Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to that equals the product of (i) the total number of directors on the Company's Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this sectionSection) and (ii) the percentage that such the number of Shares beneficially owned by Parent and/or Purchaser or Merger Subsidiary (including Shares accepted for payment) so purchased bears to the total number of Shares outstanding. The , and the Company shall, upon request by Purchaser, promptly shall take all actions action necessary to cause PurchaserParent's designees to be elected or appointed to the Company's Board of Directors of the CompanyDirectors, including including, without limitation, increasing the size number of the Board of Directors of the Company directors, or securing the seeking and accepting resignations of such number of directors as is necessary to provide Purchaser with such level of representationincumbent directors, or both; PROVIDEDprovided however, HOWEVERthat, that the Board of Directors of the Company shall continue prior to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02below), the Company's Board of Directors shall always have one member who is neither a designee nor an affiliate of Parent or Merger Subsidiary nor an employee of the Company (an "Independent Director"). The If the number of Independent Directors is reduced below one for any reason prior to the Effective Time the departing Independent Director shall be entitled to designate a person to fill such vacancy. No action proposed to be taken by the Company to amend or terminate this Agreement or waive any action by Parent or Merger Subsidiary shall be effective without the approval of the Independent Director. At such times, the Company will use its best efforts to cause persons individuals designated by Purchaser Parent to constitute the same percentage as is such individuals represent on the entire Company's Board of Directors of the Company (giving effect to this Section 1.04) to be on (ix) each committee of the Board of Directors of the Company and Board, (iiy) each Board board of Directors and each committee thereof directors of each Subsidiary (defined below) and (z) each committee of the Company. each such board. (b) The Company's obligations to appoint designees to its the Board of Directors shall be subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder. At the request of Purchaser, the The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act 14f-l in order to fulfill its obligations under this Section 1.04 1.3 and shall include in the Schedule 14D-9 or otherwise timely mail such information with respect to the Company and its shareholders all necessary information officers and directors as is required under Section 14(f) and Rule 14f-1 to comply therewithfulfill its obligations under this Section 1.3. Parent and Purchaser will supply to the Company, Company in writing and be solely responsible for, all for any information with respect to themselves itself and their respective its nominees, officers, directors and affiliates required by such Section and Rule. (b) Following the election or appointment of Purchaser's designees pursuant to Section 1.04(a14(f) and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote of a majority of the directors of the Company then in office who are directors of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officeRule 14f-1.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase of and payment for any Shares by Parent or Purchaser pursuant to the Offer of such number of Shares as represents at least a majority of (provided that the outstanding SharesMinimum Condition is satisfied), and from time to time thereafter, Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next nearest whole number, to serve on the Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company is equal to the product of (i) the total number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors designated by Parent pursuant to this sectionsentence) and (ii) multiplied by the percentage that such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to the number of Shares so accepted for payment bears to the total number of Shares then outstanding; provided, however, that Parent shall be entitled to designate at least a majority of the directors on the Company Board (as long as Parent and its Affiliates beneficially own a majority of the Common Shares of the Company). The In furtherance of Parent’s rights under this Section 1.3, the Company shall, upon request by Parent or Purchaser’s request, use all reasonable efforts promptly take all actions necessary either to cause Purchaser's designees to be elected or appointed to the Board of Directors of the Company, including without limitation, increasing increase the size of the Board of Directors of the Company or securing to secure the resignations of such number of directors its incumbent directors, or both, as is necessary to provide Purchaser with enable Parent’s designees to be so elected to the Board, and shall take all actions available to the Company to cause Parent’s designees to be so elected. At such level of representationtime, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue also upon Parent’s request cause Persons designated by Parent (provided that any designees to include no fewer than two Continuing Directors the Audit Committee comply with the Audit Committee Requirements (as defined below)) until the Effective Time to have appropriate (and not less than a majority so long as defined in Section 2.02). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board of Directors Parent and its Affiliates beneficially own a majority of the Company (giving effect to this Section 1.04Shares) to be representation on (i) each committee of the Board of Directors of the Company and Board, (ii) each Board board of Directors and each committee thereof directors (or similar body) of each Subsidiary and (iii) each committee (or similar body) of the Companyeach such board. The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 under the Exchange Act promulgated thereunder in order to fulfill its obligations under this Section 1.04 and shall include in 1.3, including mailing to stockholders (as part of the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary otherwise) the information to comply therewith. Parent and Purchaser will supply to the Company, and be solely responsible for, all information with respect to themselves and their respective officers, directors and affiliates required by such Section 14(f) and RuleRule 14f-1 as is necessary to enable Parent’s designees to be elected to the Board (provided that Purchaser shall have provided to the Company on a timely basis all information required to be included with respect to Purchaser’s designees). The provisions of this Section 1.3 are in addition to and shall not limit any rights which Purchaser, Parent or any of their affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the election of directors or otherwise. (b) Following In the election or appointment of Purchaser's event that Parent’s designees pursuant to Section 1.04(a) and prior are elected to the Board, until the Effective Time, and so long as there shall be at least one Continuing Director Time (as defined below), any amendment or termination the Board shall have at least three directors who are directors on the date of this Agreement requiring action by and who are not officers of the Company (the “Original Directors”) and at least three Original Directors shall serve on the Audit Committee of the Board such that such Audit Committee complies with all requirements of the SEC and the Nasdaq Stock Market applicable thereto (collectively, the “Audit Committee Requirements”); provided that, in such event, if the number of Original Directors is reduced below three for any reason whatsoever, any remaining Original Directors (or Original Director, if there be only one remaining) shall be entitled to designate Persons who satisfy the Audit Committee Requirements to fill such vacancies who shall be deemed to be Original Directors for purposes of this Agreement or, if no Original Director then remains, the other directors shall designate three Persons (who shall not be officers or affiliates of the Company) to fill such vacancies who shall not be stockholders, any extension of time for the performance of any of the obligations affiliates or other acts associates of Parent or Purchaser under Purchaser, and such Persons shall be deemed to be Original Directors for purposes of this Agreement. Notwithstanding anything in this Agreement and any exercise or waiver of any of to the Company's rights or remedies under this Agreement will require contrary, if Parent’s designees are elected to the Board before the Effective Time, the affirmative vote of a majority of the directors Original Directors shall be required for the Company to (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement, (b) exercise or waive any of the Company then Company’s rights, benefits or remedies hereunder, or (c) take any other action by the Board under or in office who are directors of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officeconnection with this Agreement.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase of and payment for Shares by Purchaser pursuant to the Offer Parent or any of such number of Shares its Subsidiaries (as represents defined in Section 8.10) which represent at least a majority of the outstanding Sharesshares of Company Common Stock (on a fully diluted basis), and from time to time thereafter, Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company is equal to the product of (i) the total number of directors on the such Board of Directors of the Company (giving effect to the election of any additional directors designated by Parent pursuant to this sectionsentence) and (ii) multiplied by the percentage that such the aggregate number of Shares beneficially owned by Purchaser, Parent and/or Purchaser (including Shares accepted for payment) so purchased and any of their affiliates bears to the total number of Shares shares of Company Common Stock then outstanding. The Company shall, upon request by Purchaser, promptly shall take all actions action necessary to cause PurchaserParent's designees to be elected or appointed to the Company's Board of Directors of the Company, including without limitation, increasing the size of the Board of Directors of the Company or securing and to secure the resignations of such number of its incumbent directors as is necessary to provide Purchaser with enable Parent's designees to be so elected to the Company's Board, and shall cause Parent's designees to be so elected. At such level times, the Company will take all action necessary to cause individuals designated by Parent to constitute the same percentage as such individuals represent on the Company's Board or Directors of representation, or both; PROVIDED, HOWEVER, that (A) each committee of the Board and (B) each board of Directors directors (and committee thereof) of each Subsidiary in each case to the Company shall continue to include no fewer than two Continuing Directors extent permitted by the National Association of Securities Dealers (as defined belowthe "NASD") rules. Notwithstanding the foregoing, until the Effective Time (as defined in Section 2.021.5 hereof). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board of Directors of , the Company (giving effect to this Section 1.04) to be on (i) each committee shall retain as members of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 and shall include in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Purchaser will supply to the Company, and be solely responsible for, all information with respect to themselves and their respective officers, directors and affiliates required by such Section and Rule. (b) Following the election or appointment of Purchaser's designees pursuant to Section 1.04(a) and prior to the Effective Time, and so long as there shall be at least one Continuing Director two (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote of a majority of the 2) directors of the Company then in office who that are directors of the Company on the date hereof (the "CONTINUING DIRECTORSCompany Designees"), and Parent and Purchaser shall not vote their Shares of Company Common Stock or take any other action inconsistent with this provision; provided, that subsequent to the purchase of and payment for Shares pursuant to the Offer, Parent shall always have its designees represent at least a majority of the entire Board of Directors. (b) The Company's obligations under Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder. The Company shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-l in order to fulfill its obligations under Section 1.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-l as is necessary to enable Parent's designees to be elected to the Company's Board of Directors. Parent or Purchaser will supply the Company any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-l. (c) From and after the time, if any, that Parent's designees constitute a majority of the Company's Board of Directors and prior to the Effective Time, any amendment of this Agreement, any termination of this Agreement by the Company, any extension of time for performance of any of the obligations of Parent or Purchaser hereunder, any waiver of any condition or any of the Company's rights hereunder, any other action by the Company hereunder or any action that would adversely affect the rights of the stockholders of the Company or the holders of Options (as defined in Section 2.1(d)) with respect to the transactions contemplated hereby may be effected only by the action of a majority of the Company Designees then in office, which action shall be deemed to constitute the action of the full Board of Directors even Directors; provided, that if the number of Company Designees shall be reduced below two for any reason whatsoever, any remaining Company Designee shall be entitled to designate a person to fill such majority vacancy who shall be deemed to be a Company Designee for purposes of Continuing Directors does this Agreement or, if no Company Designee then remains, the other directors shall designate two persons to fill such vacancies who shall not constitute a majority be stockholders, affiliates or associates of all directors then in officePurchaser or Parent and such persons shall be deemed to be Company Designees for purposes of this Agreement.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase by Purchaser pursuant to the Offer Parent or any of its subsidiaries of such number of Shares as of Company Common Stock that represents at least a majority 51% of the outstanding SharesShares of Company Common Stock (on a fully diluted basis), and from time to time thereafter, Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve number (but in no event more than one less than the total number of directors on the Board of Directors of the Company Board) as will give Purchaser Parent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to the product of (ix) the number of directors on the Board of Directors of the Company (giving effect to any increase in the election number of any additional directors pursuant to this sectionSection 1.3) and (iiy) the percentage that such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to the aggregate number of Shares outstanding. The outstanding (such number being the "Board Percentage"), and the Company shall, upon request by PurchaserParent, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to satisfy the Board of Directors of the Company, including without limitation, Percentage by (i) increasing the size of the Board of Directors of the Company or securing (ii) using its best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that enable Parent's designees to be elected to the Board and shall cause Parent's designees promptly to be so elected, provided that no such action shall be taken which would result in there being, prior to the consummation of Directors the Merger, less than one director of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until that is not affiliated with Parent. At the Effective Time (as defined in Section 2.02). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board request of Directors of Parent, the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of shall take, at the Company. The Company's obligations expense, all lawful action necessary to appoint designees effect any such election, including without limitation, mailing to its Board of Directors shall be subject to compliance with stockholders the information required by Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) Act and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 and shall include in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary 14(f)-1 promulgated thereunder, unless such information to comply therewith. Parent and Purchaser will supply has previously been provided to the Company, and be solely responsible for, all information with respect to themselves and their respective officers, directors and affiliates required by such Section and Rule's stockholders in Schedule 14D-9. (b) Following the election or appointment of PurchaserParent's designees pursuant to this Section 1.04(a) 1.3 and prior to the Effective Time, and so long as there shall be at least one Continuing Director Time (as defined below)in Section 2.2) of the Merger, any amendment or termination of this Agreement requiring action by the CompanyAgreement, any extension of time for the performance of any or waiver of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise Subsidiary or waiver of any of the Company's rights or remedies under this Agreement will thereunder shall require the affirmative vote concurrence of a majority of the directors of the Company then in office who are directors "Continuing Directors". The term "Continuing Director" shall mean (i) each member of the Company Board on the date hereof who voted to approve this Agreement and (the "CONTINUING DIRECTORS"), which action shall be deemed ii) any successor to constitute the action of the full Board of Directors even if any Continuing Director that was recommended to succeed such majority of Continuing Directors does not constitute Director by a majority of all directors the Continuing Directors then in officeon the Board.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Effective upon the purchase acceptance for payment by Purchaser pursuant to the Offer Merger Subsidiary of such number of Shares as represents at least a majority of the outstanding SharesShares pursuant to the Offer, and from time to time thereafter, Purchaser Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, to serve on the Company's Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to that equals the product of (i) the total number of directors on the Company's Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this sectionSection) and (ii) the percentage that such the number of Shares beneficially owned by Parent and/or Purchaser or Merger Subsidiary (including Shares accepted for payment) so purchased bears to the total number of Shares outstanding. The , and the Company shall, upon request by Purchaser, promptly shall take all actions action necessary to cause PurchaserParent's designees to be elected or appointed to the Company's Board of Directors of the CompanyDirectors, including including, without limitation, increasing the size number of the Board of Directors of the Company directors, or securing the seeking and accepting resignations of such number of directors as is necessary to provide Purchaser with such level of representationincumbent directors, or both; PROVIDEDPROVIDED that, HOWEVER, that the Board of Directors of the Company shall continue prior to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined below in Section 2.022.1), the Company's Board of Directors shall always have two members who are neither designees nor affiliates of Parent or Merger Subsidiary nor employees of the Company (each, an "INDEPENDENT DIRECTOR"). The If the number of Independent Directors is reduced below two for any reason prior to the Effective Time, the remaining and departing Independent Directors shall be entitled to designate a person to fill the vacancy. No action proposed to be taken by the Company to amend or terminate this Agreement or waive any action by Parent or Merger Subsidiary shall be effective without the approval of both Independent Directors. At such times, the Company will use its best efforts to cause persons individuals designated by Purchaser Parent to constitute the same percentage as is such individuals represent on the entire Company's Board of Directors of the Company (giving effect to this Section 1.04) to be on (ix) each committee of the Board Board, (y) each board of Directors directors of the Company each subsidiary (defined below in Section 4.1(a)) and (iiz) each Board of Directors and each committee thereof of each Subsidiary of the Company. such board. (b) The Company's obligations to appoint designees to its the Board of Directors shall be subject to compliance with Section 14(f) of the Exchange ActAct (defined below in Section 4.1(d)) and Rule 14f-l promulgated thereunder. At the request of Purchaser, the The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act 14f-l in order to fulfill its obligations under this Section 1.04 1.3 and shall include in the Schedule 14D-9 or otherwise timely mail such information with respect to the Company and its shareholders all necessary information officers and directors as is required under Section 14(f) and Rule 14f-l to comply therewithfulfill its obligations under this Section 1.3. Parent and Purchaser will supply to the Company, Company in writing and be solely responsible for, all for any information with respect to themselves itself and their respective its nominees, officers, directors and affiliates required by such Section and Rule. (b) Following the election or appointment of Purchaser's designees pursuant to Section 1.04(a14(f) and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote of a majority of the directors of the Company then in office who are directors of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officeRule 14f-1.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase of the Shares by Purchaser pursuant to the Offer of such number of Shares as represents at least a majority of (provided that the outstanding SharesMinimum Condition has been satisfied), and from time to time thereafter, Purchaser shall (i) Parent will be entitled entitled, subject to compliance with Section 14(f) of the Exchange Act, to designate such number of directorsdirectors ("PARENT'S DESIGNEES"), rounded up to the next whole number, to serve on the Company Board, as will give Parent representation on the Company Board of Directors (and on each committee of the Company as will give Purchaser representation on the Board of Directors of the Company Board) equal to the product of (iA) the total number of directors on the Company Board of Directors (and on each committee of the Company Board) (giving effect to any increase in the election number of any additional directors pursuant to this sectionSection 1.4) and multiplied by (iiB) the percentage that such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to the aggregate number of Shares outstanding. The outstanding at the time of Parent's designation (such product being the "BOARD PERCENTAGE"), and (ii) Company shallwill, upon request by PurchaserParent, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to satisfy the Board of Directors of the Company, including without limitation, Percentage by (A) increasing the size of the Company Board of Directors (and each committee of the Company Board) or securing (B) using its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors of enable Parent's Designees to be elected to the Company shall continue to include no fewer than two Continuing Directors Board (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) and each committee of the Board of Directors of the Company Board), or both, and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Companywill use its best efforts to cause Parent's obligations Designees promptly to appoint designees to its Board of Directors shall be so elected, subject in all instances to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder. At the request of PurchaserParent, Company will take all lawful action necessary to effect any such election. Notwithstanding the foregoing, Parent and Purchaser shall use best efforts to assure that at all times prior to the Effective Time, the Company shall promptly take all actions required pursuant to Section 14(fBoard will include two directors who are members of the Company Board on the date hereof and are not employees of Company. (b) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 and shall include in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Purchaser will supply to the Company, Company in writing and be solely responsible for, all for any information with respect to themselves itself, Parent's Designees and their respective Parent's officers, directors and affiliates required by such Section 14(f) of the Exchange Act and RuleRule 14f-1 promulgated thereunder to be included in the Schedule 14D-9. (bc) Following Notwithstanding any other provision hereof, of the Articles of Incorporation or Bylaws of Company or of applicable law to the contrary, following the election or appointment of PurchaserParent's designees Designees pursuant to this Section 1.04(a) 1.4 and prior to the earlier of the Effective Time, and so long as there shall be at least one Continuing Director (as defined below)Time or the termination of this Agreement, any amendment or termination of this Agreement requiring action by or amendment of the Articles of Incorporation or Bylaws of Company, any extension by Company of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and hereunder, any exercise or waiver by Company of any of the Company's rights rights, or remedies under this Agreement any obligations of Parent or Purchaser hereunder, or any consent or agreement by Company hereunder will require the affirmative vote of a majority of the members of a committee comprised solely of directors of the Company then in office who are directors members of the Company Board on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action and are not employees of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officeCompany.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly upon the purchase by Purchaser pursuant to Upon the Offer of such number of Shares as represents at least a majority of the outstanding SharesAcceptance Time, and from time to time thereafter, Purchaser shall will be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to the product of (i) the total number of directors on the Board of Directors of the Company (after giving effect to any increase in the election number of any additional directors pursuant to this sectionSection 1.4) and (ii) the percentage that such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to the total number of then-outstanding Shares outstanding. The on a fully-diluted basis, and the Company shallwill, upon request by Purchaser, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to the Board of Directors of the Company, including without limitation, increasing increase the size of the Board of Directors of the Company or securing use commercially reasonable efforts to seek the resignations of such number of directors as is necessary to provide Purchaser with such level of representationrepresentation and will use commercially reasonable efforts to cause Purchaser’s designees to be so elected or appointed. Subject to the applicable requirements of NASDAQ, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue will also use commercially reasonable efforts to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons individuals designated by Purchaser to constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board of Directors of the Company and (ii) each as the percentage of the entire Board of Directors and each committee thereof of each Subsidiary of the CompanyCompany represented by individuals designated by Purchaser. The Company's ’s obligations to appoint designees to its the Board of Directors shall of the Company will be subject to compliance with Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions will file with the SEC and mail to the holders of Shares the information required pursuant to by Section 14(f) of the Exchange Act and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 and shall include in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewithpromulgated thereunder. Parent and Purchaser will supply to the Company, and be solely responsible for, Company all information with respect to themselves and their respective officers, directors and affiliates Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and Parent and Purchaser will be solely responsible for such information. For purposes of this Agreement, such information required by Section 14(f) of the Exchange Act and RuleRule 14f-1 promulgated thereunder that is filed with the SEC and mailed to holders of Shares will be considered part of the Schedule 14D-9. (b) Notwithstanding the provisions of this Section 1.4, the Company, Parent and Purchaser shall cause the Board of Directors of the Company to include, at all times prior to the Effective Time, at least three of the members of the Board of Directors of the Company, selected by the members of the Board of Directors of the Company, who were directors of the Company on the date of this Agreement (“Continuing Directors”), each of whom shall be an “independent director” as defined by Rule 5605(a)(2) of the Nasdaq Marketplace Rules and eligible to serve on the Company’s audit committee under the Exchange Act and the applicable requirements of NASDAQ; provided, however, that if at any time prior to the Effective Time there shall be fewer than three (3) Continuing Directors serving as directors of the Company for any reason, then the Board of Directors of the Company shall take all necessary action (including creating a committee of the Board of Directors of the Company) to cause an individual selected by the remaining Continuing Directors (or Continuing Director, if there shall be only one (1) Continuing Director remaining) who satisfies the foregoing independence requirements and who is not an officer, director, stockholder or designee of Parent or any of its Affiliates to be appointed to serve on the Board of Directors of the Company (and such individual shall be deemed to be a Continuing Director for all purposes under this Agreement). (c) Following the election or appointment of Purchaser's ’s designees pursuant to Section 1.04(a1.4(a) and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below)any action by the Company with respect to any amendment, supplement, modification, or waiver of any term of this Agreement, any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and Agreement, any exercise or waiver of compliance with any of the agreements or conditions under this Agreement that are for the benefit of the Company's , any amendment to the Company’s certificate of incorporation or bylaws, any authorization of an agreement between the Company and any of its Affiliates, on the one hand, and Parent, Purchaser or any of their Affiliates, on the other hand, any exercise of the Company’s rights or remedies under this Agreement and any action to seek to enforce any obligation of Parent or Purchaser under this Agreement (or any other action by the Board of Directors of the Company with respect to this Agreement, the Offer or the Merger if such other action adversely affects, or could reasonably be expected to adversely affect, any of the holders of Shares other than Parent or Purchaser) may only be authorized by, and will require the affirmative vote of authorization of, a majority of the Continuing Directors (or by the Continuing Director should there be only one). For purposes of considering any matter set forth in this Section 1.4(c), the Continuing Directors will be permitted to meet without the presence of the other directors. The Continuing Directors will have the authority to retain such counsel (which may include current counsel to the Company) and other advisors at the expense of the Company as determined by the Continuing Directors and will have the authority to institute any action on behalf of the Company to enforce performance of this Agreement or any of the Company’s rights hereunder. The Company will indemnify and advance expenses to, and Parent will cause the Company to indemnify and advance expenses to, the Continuing Directors in connection with their service as directors of the Company then prior to the Effective Time to the fullest extent permitted by applicable Legal Requirement and in office who accordance with the provisions of Section 6.5 hereof. (d) In the event that Purchaser’s designees are directors elected or appointed to the Board of Directors of the Company on the date hereof (the "CONTINUING DIRECTORS"pursuant to Section 1.4(a), until the Effective Time, (i) the Board of Directors of the Company will have at least such number of directors as may be required by the NASDAQ rules or the federal securities Legal Requirements who are considered independent directors within the meaning of such rules and Legal Requirements (“Independent Directors”) and (ii) each committee of the Board of Directors of the Company that is required (or a majority of which action shall is required) by the NASDAQ rules or the federal securities Legal Requirements to be composed solely of Independent Directors will be so composed; provided, however, if the number of Independent Directors is reduced below the number of directors as may be required by such rules or Legal Requirements for any reason, the remaining Independent Director(s) will be entitled to designate persons to fill such vacancies who will be deemed to constitute be Independent Directors for purposes of this Agreement or, if no Independent Director then remains, the action other directors will designate such number of directors as may be required by the full Board NASDAQ rules and the federal securities Legal Requirements to fill such vacancies who will not be shareholders or Affiliates of Parent or Purchaser, and such Persons will be deemed to be Independent Directors even if such majority for purposes of Continuing Directors does not constitute a majority of all directors then in officethis Agreement.

Directors. (a) Subject to compliance with applicable law Law and to the extent permitted by articles of incorporation and bylaws of the National Association of Securities DealersCompany, promptly upon the purchase payment by Purchaser Merger Sub for Shares pursuant to the Offer of representing at least such number of Shares as represents at least a majority of shall satisfy the outstanding SharesMinimum Condition (the “Election Time”), and from time to time at all times thereafter, Purchaser Parent shall be entitled to elect or designate such number of directorsdirectors on the Company Board (“Directors”), rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company is equal to the product of (i) the total number of directors on the Board of Directors of the Company (determined after giving effect to the election of any additional directors Directors elected or appointed pursuant to this sectionsentence) and (ii) multiplied by the percentage that such the aggregate number of Shares beneficially owned by Parent and/or Purchaser and Merger Sub and their respective Affiliates (as defined in Section 9.3(a) hereof) at such time (including Shares so accepted for paymentpayment pursuant to the Offer and any Top-Up Shares (as defined in Section 1.5(a) so purchased hereof) actually acquired by Merger Sub) bears to the total number of Shares outstandingthen outstanding (disregarding any outstanding Company Stock Options or Company Warrants or any other rights to acquire Shares). In furtherance thereof, the Company shall, upon request of Parent, subject to compliance with applicable Law and the articles of incorporation and bylaws of the Company, promptly (and in any event no later than one Business Day after such request by Parent) (i) take all such actions as are necessary or desirable to appoint to the Company Board the individuals so designated by Parent pursuant to this Section 1.4, including promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by action of the Company Board and by the amendment of the bylaws of the Company, if necessary) and/or promptly seeking the resignations of such number of incumbent directors as is necessary or desirable to enable Parent’s designees to be elected to the Company Board and (ii) cause Parent’s designees to be elected to the Company Board. The Company shall, upon request by Purchaserof Parent at any time after the Election Time, promptly take all actions necessary subject to cause Purchaser's designees to be elected or appointed to compliance with applicable Law and the Board articles of Directors incorporation and bylaws of the Company, including without limitation, increasing the size of the Board of Directors of the Company or securing the resignations of such number of directors as is necessary also promptly use reasonable best efforts to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons individuals designated by Purchaser Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the entire Company Board of Directors of the Company (giving effect to this Section 1.04) to be on (iA) each committee of the Company Board (including, without limitation, the audit committee), (B) each board of Directors directors (or similar body) of each Subsidiary of the Company and (iiC) each Board of Directors and each committee thereof (or similar body) of each Subsidiary of the Company. such board. (b) The Company's ’s obligations to appoint elect or designate Parent’s designees to its the Company Board of Directors shall be subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 thereunder. At Subject to Parent’s compliance with the request of Purchaserimmediately following sentence in this Section 1.4(b), the Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 and shall include in 1.4, including mailing to shareholders, together with the Schedule 14D-9 if practicable and in any event no later than ten days prior to the Acceptance Time, the information required under Section 14(f) and Rule 14f-1 as is necessary to enable Parent’s designees to be elected or otherwise timely mail designated to its shareholders all necessary information to comply therewiththe Company Board. Parent and Purchaser will shall supply to the Company, and be solely responsible for, all Company any information with respect to themselves itself and its officers, Directors and Affiliates to the extent required for the Company to comply with Section 14(f) of the Exchange Act and Rule 14f-1. The provisions of Sections 1.4(a) and (b) are in addition to and shall not limit any rights that any of Parent, Merger Sub or any of their respective officersAffiliates may have as a record holder or beneficial owner of Shares or a matter of applicable Law with respect to the election of directors or otherwise. In addition, directors in connection with the Offer, the Company shall, and affiliates required by shall cause its Subsidiaries to, and shall use reasonable best efforts to cause their respective Representatives to, cooperate with Parent and Merger Sub to disseminate the Offer Documents to holders of Shares held in or subject to any Company Plan (as defined in Section 4.11(a) hereof) and to permit such Section and Ruleholder of Shares to tender their Shares in the Offer. (bc) Following In the election event that Parent’s designees are elected or appointment designated to the Company Board pursuant to this Section 1.4, then, until the Effective Time (as defined in Section 2.3 hereof), the Company shall use reasonable best efforts to cause the Company Board to maintain at least three Directors who are members of Purchaser's the Company Board on the date of this Agreement and who are independent for purposes of Rule 10A-3 under the Exchange Act and the rules of the NYSE Amex (the “Independent Directors”) and are eligible to serve on the Company’s audit committee under the rules of the Exchange Act and the NYSE Amex, and at least one of whom is an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K and the instructions thereto; provided, however, that if the number of Independent Directors is reduced below three for any reason, the remaining Independent Director(s) shall be entitled to nominate an individual or individuals to fill such vacancy who shall be deemed to be Independent Directors for purposes of this Agreement and who are eligible to serve on the Company’s audit committee under the rules of the Exchange Act and the NYSE Amex (and, if applicable, at least one of whom is an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K and the instructions thereto), or, if no Independent Directors then remain, the other Directors shall designate three individuals to fill such vacancies who are independent for purposes of Rule 10A-3 under the Exchange Act and who are eligible to serve on the Company’s audit committee under the rules of the Exchange Act and the NYSE Amex and at least one of whom is an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K and the instructions thereto, and such individuals shall be deemed to be Independent Directors for purposes of this Agreement. The Company and the Company Board shall promptly take all action as may be necessary to comply with their obligations under this Section 1.4(c). Notwithstanding anything in this Agreement to the contrary, from and after the time, if any, that Parent’s designees pursuant to this Section 1.04(a) 1.4 constitute a majority of the Company Board and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below)subject to the terms hereof, any amendment or termination of this Agreement requiring action by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise Merger Sub or waiver of any of the Company's ’s rights or remedies under this Agreement will hereunder, shall require the affirmative vote concurrence of a majority of the directors of the Company then in office who are directors of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action of the full Board of Independent Directors even if such majority amendment, termination, extension or waiver would reasonably be expected to have an adverse effect on any holders of Continuing Directors does not constitute a majority of all directors then in officeShares other than Parent or Merger Sub.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase by Purchaser pursuant to the Offer of such number of Shares as represents at least a majority of the outstanding Shares, and from time to time thereafter, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Company Board of Directors of the Company as will give Purchaser representation on the Company Board of Directors of the Company equal to the product of (i) the total number of directors on the Company Board of Directors of the Company (after giving effect to any increase in the election number of any additional directors pursuant to this sectionSection 1.04) and (ii) the percentage that such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to the total number of Shares outstanding. The , and the Company shall, upon request by Purchaser, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to the Board of Directors of the Company, including without limitation, increasing increase the size of the Company Board of Directors of the Company or securing use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation, representation and shall cause Purchaser’s designees to be so elected or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02)appointed. The Company will also use its reasonable best efforts to cause persons individuals designated by Purchaser to constitute the same percentage as is on the entire Company Board of Directors of the Company (giving effect to this Section 1.04) to be on constitute (i) each committee of the Board of Directors of the Company Board, and (ii) each Board board of Directors directors and each committee thereof of each Subsidiary of the Company. The Company's ’s obligations to appoint designees to its the Company Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions necessary to effect any such election or appointment of Purchaser’s designees, including mailing to its stockholders the information required pursuant to by Section 14(f) and Rule 14f-1 under of the Exchange Act in order to fulfill its obligations under this Section 1.04 and Rule 14f-l promulgated thereunder which, unless Purchaser otherwise elects, shall include in be so mailed together with the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith14D-9. Parent and Purchaser will supply to the Company, and be solely responsible for, Company all information with respect to themselves and their respective officers, directors and affiliates Affiliates required by such Section and Rule. (b) Following the election or appointment of Purchaser's ’s designees pursuant to Section 1.04(a) and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below)Director, any amendment or termination of this Agreement requiring action by the CompanyCompany Board, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of compliance with any of the agreements or conditions under this Agreement for the benefit of the Company or any exercise of the Company's ’s rights or remedies under this Agreement will require the affirmative vote concurrence of a majority of the directors of the Company then in office who are directors of the Company on the date hereof (the "CONTINUING DIRECTORS"“Continuing Directors”). (c) In the event that Parent’s designees are elected or appointed to the Company Board pursuant to Section 1.04(a), which action until the Effective Time, Parent shall use its reasonable best efforts to cause the Company Board to have at least such number of directors as may be deemed required by the NASDAQ rules or the federal securities laws to constitute serve on the action Company’s audit committee who are considered independent directors within the meaning of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officerules and laws (“Independent Directors”); provided, however, that Parent shall have no obligation to nominate or elect any Independent Directors.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase of and payment for any Company Common Stock by Purchaser pursuant to the Offer Parent or any of such number of Shares as its subsidiaries which represents at least a majority of the outstanding SharesCompany Common Stock (on a fully diluted basis, and from time to time thereafteras defined in Section 2.1(a)), Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Purchaser representation is equal to the next whole number, on the Board of Directors of the Company as is equal to the product of (i) the total number of directors on the such Board of Directors of the Company (giving effect to the election of any additional directors designated by Parent pursuant to this sectionsentence) and (ii) multiplied by the percentage that such the number of Shares beneficially owned by Parent and/or Purchaser (including Shares shares of Company Common Stock so accepted for payment) so purchased payment bears to the total number of Shares shares of then outstanding. The In furtherance thereof, the Company shall, upon request by Purchaserof Acquisition, use its best reasonable efforts promptly either to increase the size of its Board of Directors or secure the resignation of such number of its incumbent directors, or both, as is necessary to enable Parents' designees to be so elected to the Company's Board, and shall take all actions necessary available to the Company to cause PurchaserParent's designees to be elected or appointed so elected. At such time, the Company shall, if requested by Parent, also cause persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of the Company, including without limitation, increasing the size of the Board of Directors of the Company or securing the resignations of such number of directors as is necessary to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Company's Board of Directors of Directors. Notwithstanding the foregoing, the Company and shall have at least one independent director until the Effective Time. (iib) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 under the Exchange Act promulgated thereunder in order to fulfill its obligations under this Section 1.04 2.3(a), including mailing to shareholders the information required by such Section 14(f) and shall include in the Schedule 14D-9 or otherwise timely mail Rule 14f-1 as is necessary to its shareholders all necessary information enable Parent's designees to comply therewith. Parent and Purchaser will supply be elected to the Company, 's Board of Directors. Parent or Acquisition will supply the Company and be solely responsible for, all for any information with respect to themselves either of them and their respective officersnominees, offices, directors and affiliates required by such Section 14(f) and Rule. (b) Following Rule 14f-1. The provisions of this Section 2.3 are in addition to and shall not limit any rights which the Acquisition, Parent or any of their affiliates may have as a holder or beneficial owner of Company Common Stock as a matter of law with respect to the election of directors or appointment of Purchaser's designees pursuant to Section 1.04(a) and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote of a majority of the directors of the Company then in office who are directors of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officeotherwise.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Effective upon the purchase deposit by Purchaser Merger Sub with the Exchange Agent of payment for all Shares validly tendered and not withdrawn pursuant to the Offer and all Options and Warrants in accordance with Section 1.04 and payment of such number of Shares as represents at least a majority of the outstanding Sharesall severance payments in accordance with Section 1.05, and from time to time thereafter, Purchaser Merger Sub shall be entitled to designate such the number of directors, rounded up to the next whole number, to serve on the Company's Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to that equals the product of (i) the total number of directors on the Company's Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this sectionSection) and (ii) the percentage that such the number of Shares beneficially owned by Parent and/or Purchaser and Merger Sub (including Shares accepted for payment) so purchased bears to the total number of Shares outstanding. The , and the Company shall, upon request by Purchaser, promptly shall take all actions action necessary to cause PurchaserMerger Sub's designees to be elected or appointed to the Company's Board of Directors of the CompanyDirectors, including including, without limitation, increasing the size number of the Board directors, and seeking and accepting resignations of Directors of incumbent directors. At such time, the Company or securing the resignations of such number of directors as is necessary will use its best efforts to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons individuals designated by Purchaser Merger Sub to constitute the same percentage as is such individuals represent on the entire Company's Board of Directors of the Company (giving effect to this Section 1.04) to be on (iA) each committee of the Board of Directors (other than any committee of the Company Board established to take action under this Agreement), (B) each board of directors of each Subsidiary (as defined in Section 4.06) and (iiC) each committee of each such board. Notwithstanding the foregoing, until the election or appointment of Merger Sub's designees pursuant to this Section 1.03, the Company shall use its reasonable efforts to ensure that at least two of the members of the Board of Directors and each committee thereof of each Subsidiary such boards and committees as of the Company. date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees. (a) The Company's obligations to appoint designees to its the Board of Directors shall be subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder. At the request of Purchaser, the The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 and shall include in the Schedule 14D-9 or otherwise timely mail such information with respect to the Company and its shareholders all necessary information officers and directors as is required under Section 14(f) and Rule 14f-1 to comply therewithfulfill its obligations under this Section 1.03. Each of Parent and Purchaser Merger Sub will supply to the Company, Company in writing and be solely responsible for, all for any information with respect to themselves itself and their respective its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company shall include such Section and Ruleinformation in the Schedule 14D-9. (b) Following the election or appointment of PurchaserMerger Sub's designees pursuant to this Section 1.04(a) 1.03 and prior to until the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote approval of a majority of the directors of the Company then in office who are directors of the Company on the date hereof were not designated by Merger Sub (the "CONTINUING DIRECTORS"), which action ) shall be deemed required to authorize (and such authorization shall constitute the action authorization of the full Board of Directors even if such majority and no other action on the part of Continuing Directors does not constitute a majority the Company, including any action by any other director or the Company, shall be required to authorize) any termination of all directors then in officethis Agreement by the Company, any amendment of this Agreement requiring action by the Board of Directors, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase by Purchaser pursuant to the Offer of such number of Shares as represents at least a majority of the then-outstanding Shares, and from time to time thereafter, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Company Board of Directors of the Company as will give Purchaser representation on the Company Board of Directors of the Company equal to the product of (ix) the total number of directors on the Company Board of Directors of the Company (after giving effect to any increase in the election number of any additional directors pursuant to this sectionSection 1.4) and (iiy) the percentage that such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to the total number of Shares outstanding. The , and the Company shall, upon request by Purchaser, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to the Board of Directors of the Company, including without limitation, increasing increase the size of the Company Board of Directors of the Company or securing use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation, representation and shall cause Purchaser’s designees to be so elected or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02)appointed. The Company will shall also use its reasonable best efforts to cause persons individuals designated by Purchaser to constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Company Board of Directors as the percentage of the entire Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Companyrepresented by individuals designated by Purchaser. The Company's ’s obligations to appoint designees to its the Company Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions necessary to effect any such election or appointment of Purchaser’s designees, including mailing to its stockholders the information required pursuant to by Section 14(f) and Rule 14f-1 under of the Exchange Act in order to fulfill its obligations under this Section 1.04 and Rule 14f-l promulgated thereunder which, unless Purchaser otherwise elects, shall include in be so mailed together with the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith14D-9. Parent and Purchaser will supply to the Company, and be solely responsible for, Company all information with respect to themselves and their respective officers, directors and affiliates Affiliates required by such Section 14(f) of the Exchange Act and RuleRule 14f-l promulgated thereunder. (b) Following the election or appointment of Purchaser's ’s designees pursuant to Section 1.04(a1.4(a) and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the CompanyCompany Board, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and Agreement, any exercise or waiver of compliance with any of the agreements or conditions under this Agreement that are for the benefit of the Company's , any exercise of the Company’s rights or remedies under this Agreement, any action to seek to enforce any obligation of Parent or Purchaser under this Agreement (or any other action by the Company Board with respect to this Agreement or the Merger if such other action adversely affects, or could reasonably be expected to adversely affect, any of the holders of Shares other than Parent or Purchaser) may only be authorized by, and will require the affirmative vote of authorization of, a majority of the directors of the Company then in office who are directors of the Company on the date hereof or their successors as appointed by such continuing directors (the "CONTINUING DIRECTORS"“Continuing Directors”); provided, however, that if there shall be no Continuing Directors as a result of such individuals’ deaths, disabilities, resignations or refusal to serve, then such actions may be effected by majority vote of the Independent Directors, or, if no Independent Directors are then in office, by a majority vote of the Company Board. (c) In the event that Parent’s designees are elected or appointed to the Company Board pursuant to Section 1.4(a), until the Effective Time, (i) the Company Board shall have at least such number of directors as may be required by the Nasdaq rules or the federal securities Laws who are considered independent directors within the meaning of such rules and Laws (“Independent Directors”) and (ii) each committee of the Company Board that is required (or a majority of which action is required) by the Nasdaq rules or the federal securities Laws to be composed solely of Independent Directors shall be so composed; provided, however, that in such event, if the number of Independent Directors shall be reduced below the number of directors as may be required by such rules or Laws for any reason whatsoever, the remaining Independent Director(s) shall be entitled to designate persons to fill such vacancies who shall be deemed to constitute be Independent Directors for purposes of this Agreement or, if no other Independent Director then remains, the action other directors shall designate such number of directors as may be required by the full Board Nasdaq rules and the federal securities Laws, to fill such vacancies who shall not be stockholders or Affiliates of Parent or Purchaser, and such Persons shall be deemed to be Independent Directors even if such majority for purposes of Continuing Directors does not constitute a majority of all directors then in officethis Agreement.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase acquisition by Purchaser pursuant to the Offer Newco of such number of Shares as represents at least shares constituting a majority of the outstanding Shares, Company Common Stock and from time to time thereafter, Purchaser Parent shall be entitled to designate such number a majority of directors, rounded up to the next whole number, to serve on the members of Company's Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to the product of (i) the number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this section) and (ii) the percentage that such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to the number of Shares outstanding. The Company shallDirectors, upon request by Purchaser, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to the Board of Directors of the Company, including without limitation, increasing the size of the Board of Directors of the Company or securing the resignations of such number of directors as is necessary to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. At Company shall, upon request by Parent, promptly increase the request size of Purchaserthe Board of Directors, to the extent permitted by its Certificate of Incorporation, and/or secure the resignations of such number directors as is necessary to enable Parent's designees to be so elected to the Board of Directors and shall cause Parent's designees to be so elected. Company shall promptly take take, at its sole expense, all actions action necessary to effect any such election, including mailing to its stockholders the information required pursuant to by Section 14(f) of the Exchange Act and Rule 14f-1 under the Exchange Act promulgated thereunder in order form and substance reasonably satisfactory to fulfill Parent and its obligations under this Section 1.04 and counsel, provided that Newco shall include have furnished to Company all information required to be included in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Purchaser will supply to 14(f)-1 Information Statement (the Company, and be solely responsible for, all information "Schedule 14f-1") with respect to themselves Parent's designees on the board. In the event that a Continuing Director (as defined in Section 1.03(b)) resigns from Company's Board of Directors, Parent, Newco and their respective officers, directors and affiliates required by such Section and RuleCompany shall permit the remaining Continuing Director to appoint his successor in his reasonable discretion. (b) Following the election or appointment of PurchaserParent's designees pursuant to this Section 1.04(a) 1.03 and prior to the Effective Time, and so long as there shall be at least one Continuing Director Time (as defined belowin Section 2.03), any amendment or termination of this Agreement requiring action by the CompanyAgreement, any extension of time for the performance of any or waiver of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise Newco or waiver of any of the Company's rights or remedies under this Agreement will hereunder, shall require the affirmative vote concurrence of a majority of Company's directors (or the directors concurrence of the Company director, if there is only one remaining) then in office who are directors of the Company on the date hereof (the a "CONTINUING DIRECTORSContinuing Director"), which action shall be deemed or are directors (other than directors designated by Parent in accordance with this Section 1.03) designated by such persons to constitute the action of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officefill any vacancy.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase acceptance for payment of, and payment --------- for, any shares of the Company Common Stock by Purchaser Sub pursuant to the Offer of such number of Shares as represents at least a majority of the outstanding SharesOffer, and from time to time thereafterprovided that the Minimum Tender Condition has been satisfied, Purchaser Sub shall be entitled to designate for appointment or election to the Company's Board of Directors, upon written notice to Company, such number of directors, persons so that the designees of Sub constitute the same percentage (but in no event less than a majority) of the Company's Board of Directors (rounded up to the next whole number, to serve on the Board of Directors of the Company ) as will give Purchaser representation on the Board of Directors of the Company equal to the product of (i) the number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this section) and (ii) the percentage that such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to acquired in connection with the number of Shares outstandingOffer. The Company shall, upon request by PurchaserSub's request, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to the Board of Directors of the Company, including without limitation, increasing increase the size of the Board of Directors of the Company or securing and/or secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that enable Sub's designees to be elected to the Board of Directors of and shall cause Sub's designees to be so elected. Subject to applicable law, the Company shall continue take all action requested by Parent necessary to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint designees any such election, including mailing to its Board of Directors shall be subject to compliance with stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) Act and Rule 14f-1 under promulgated thereunder, and the Exchange Act in order Company agrees to fulfill its obligations under this Section 1.04 and shall include in make such mailing with the mailing of the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Purchaser will supply (provided that Sub shall have provided to the Company, and be solely responsible for, Company on a timely basis all information required to be included in the Information Statement with respect to themselves and their respective officers, directors and affiliates required by such Section and Rule. (b) Sub's designees). Following the election or appointment of PurchaserSub's designees pursuant to this Section 1.04(a) 6.7, and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the CompanyAgreement, any extension of time for the performance of any or waiver of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise Sub or waiver of any of the Company's rights or remedies under this Agreement will hereunder, shall require the affirmative vote concurrence of a majority of the Company's directors (or the concurrence of the Company director, if there is only one remaining) then in office who are directors of the Company on the date hereof hereof, or are directors (other than directors designated by Sub in accordance with this Section 6.7) designated by such persons or person to fill any vacancy (the "CONTINUING DIRECTORSContinuing Directors"). Notwithstanding the foregoing, which action shall be deemed Parent -------------------- will take all actions in its power required to constitute maintain on the action Company's Board at least one Continuing Director at all times after the consummation of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officeOffer and until the Effective Time.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase of and payment for any Shares by Purchaser Parent or Newco pursuant to the Offer of such number of (provided the Shares as represents so purchased represent at least a majority of the Shares issued and outstanding Shareson a fully diluted basis), and from time to time thereafter, Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next nearest whole number, to serve on the Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company is equal to the product of (i) the total number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors designated by Parent pursuant to this sectionsentence and the requirements of Section 1.3(b)) and (ii) multiplied by the percentage that such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to the number of Shares outstandingso accepted for payment bears to the total number of Shares then issued and outstanding on a fully diluted basis. The In furtherance of Parent’s rights under this Section 1.3, the Company shall, upon request by PurchaserParent or Newco’s request, use all reasonable efforts promptly take all actions necessary either to cause Purchaser's designees to be elected or appointed to the Board of Directors of the Company, including without limitation, increasing increase the size of the Board of Directors of the Company or securing to secure the resignations of such number of directors its incumbent directors, or both, as is necessary to provide Purchaser enable Parent’s designees to be so elected to the Board, and shall take all actions available to the Company to cause Parent’s designees to be so elected. At such time, and subject to provisions described below with such level respect to the composition of representationthe Audit Committee prior to the Effective Time, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will also cause persons designated by Purchaser Parent to constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be have appropriate representation on (i) each committee of the Board of Directors of the Company and Board, (ii) each Board board of Directors directors (or similar body) of each subsidiary and (iii) each committee thereof (or similar body) of each Subsidiary of the Companysuch board. The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 under the Exchange Act promulgated thereunder in order to fulfill its obligations under this Section 1.04 and shall include in 1.3, including mailing to stockholders (as part of the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary otherwise) the information to comply therewith. Parent and Purchaser will supply to the Company, and be solely responsible for, all information with respect to themselves and their respective officers, directors and affiliates required by such Section 14(f) and RuleRule 14f-1 as is necessary to enable Parent’s designees to be elected to the Board (provided that Newco shall have provided to the Company on a timely basis all information required to be included with respect to Newco’s designees). The provisions of this Section 1.3 are in addition to and shall not limit any rights which Newco, Parent or any of their affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the election of directors or otherwise. (b) Following In the election or appointment of Purchaser's event that Parent’s designees pursuant to Section 1.04(a) and prior are elected to the Board, until the Effective Time, and so long as there shall be at least one Continuing Director Time (as defined below), any amendment or termination the Board shall have at least three directors who are directors on the date of this Agreement requiring action by and who are not officers of the Company (the “Original Directors”) and at least three Original Directors shall serve on the Audit Committee of the Board such that the Audit Committee complies with all applicable requirements of the SEC and the Nasdaq Stock Market (collectively, the “Audit Committee Requirements”); provided that, in such event, if the number of Original Directors is reduced below three for any reason whatsoever, any remaining Original Directors (or Original Director, if there be only one remaining) shall be entitled to designate persons (who shall not be officers or affiliates of the Company) to fill such vacancies who shall be deemed to be Original Directors for purposes of this Agreement or, any extension of time for if no Original Director then remains, the performance of any of the obligations other directors shall designate three persons to fill such vacancies who shall not be stockholders, affiliates or other acts associates of Parent or Purchaser under Newco, and such persons shall be deemed to be Original Directors for purposes of this Agreement. Notwithstanding anything in this Agreement and any exercise or waiver of any of to the Company's rights or remedies under this Agreement will require contrary, if Parent’s designees are elected to the Board before the Effective Time, the affirmative vote of a majority of the directors Original Directors shall be required for the Company to (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement, (b) exercise or waive any of the Company then Company’s rights, benefits or remedies hereunder, or (c) take any other action by the Board under or in office who are directors of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officeconnection with this Agreement.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase of and payment for Shares by Purchaser pursuant to the Offer Parent or any of such number of Shares as represents its subsidiaries which represent at least a majority of the outstanding Sharesshares of Company Common Stock (on a fully diluted basis), and from time to time thereafter, Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company is equal to the product of (i) the total number of directors on the such Board of Directors of the Company (giving effect to the election of any additional directors designated by Parent pursuant to this sectionsentence) and (ii) multiplied by the percentage that such the aggregate number of Shares beneficially owned by the Purchaser, Parent and/or Purchaser (including Shares accepted for payment) so purchased and any of their affiliates bears 7 to the total number of Shares shares of Company Common Stock then outstanding. The Company shall, upon request by of the Purchaser, use its best efforts promptly take all actions necessary either to cause Purchaser's designees to be elected or appointed to increase the size of its Board of Directors of (which, pursuant to the Company's Articles of Incorporation, including without limitationhas a maximum number of 15 directors) or, increasing at the size of the Board of Directors of the Company or securing Company's election, secure the resignations of such number of its incumbent directors as is necessary to provide Purchaser with such level of representationenable Parent's designees to be so elected to the Company's Board, or both; PROVIDEDand shall cause Parent's designees to be so elected. Notwithstanding the foregoing, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.021.5 hereof). The , the Company will cause persons designated by Purchaser shall retain as members of its Board of Directors at least two directors who are directors of the Company on the date hereof (the "Company Designees"); provided, that subsequent to constitute the same percentage as is on purchase of and payment for Shares pursuant to the Offer, Parent shall always have its designees represent at least a majority of the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the CompanyDirectors. The Company's obligations to appoint designees to its Board of Directors under this Section 1.3(a) shall be subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder. At the request of Purchaser, the The Company shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 1.3(a), including mailing to shareholders the information required by such Section 14(f) and shall include in Rule 14f-1 as is necessary to enable Parent's designees to be elected to the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewithCompany's Board of Directors. Parent and or the Purchaser will supply to the Company, and be solely responsible for, all Company any information with respect to themselves either of them and their respective nominees, officers, directors and affiliates required by such Section 14(f) and RuleRule 14f-1. (b) Following From and after the election or appointment of Purchasertime, if any, that Parent's designees pursuant to Section 1.04(a) and prior to constitute a majority of the Effective Time, and so long as there shall be at least one Continuing Director (as defined below)Company's Board of Directors, any amendment or of this Agreement, any termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or the Purchaser under this Agreement and hereunder, any exercise or waiver of any condition or any of the Company's rights hereunder or remedies under this Agreement will require other action by the affirmative vote Company hereunder may be effected only by the action of a majority of the directors of the Company then in office who are were directors of the Company on the date hereof (the "CONTINUING DIRECTORS")hereof, which action shall be deemed to constitute the action of the full Board of Directors; provided, that if there shall be no such directors, such actions may be effected by unanimous vote of the entire Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officethe Company.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase of and payment for any Company Common Stock by Purchaser pursuant to the Offer Parent or any of such number of Shares as its Subsidiaries which represents at least a majority of the outstanding SharesCompany Common Stock (on a Fully Diluted Basis), and from time to time thereafter, Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company is equal to the product of (i) the total number of directors on the such Board of Directors of the Company (giving effect to the election of any additional directors designated by Parent pursuant to this sectionsentence) and (ii) multiplied by the percentage that such the number of Shares beneficially owned by Parent and/or Purchaser (including Shares shares of Company Common Stock so accepted for payment) so purchased payment bears to the total number of Shares shares then outstanding. The In furtherance thereof, the Company shall, upon request by Purchaserof Merger Sub, promptly take all actions either increase the size of its Board of Directors or secure the resignation of such number of its incumbent directors, or both, as is necessary to cause Purchaserenable Parent's designees to be so elected or appointed to the Board of Directors of the Company's Board, including without limitation, increasing the size of the Board of Directors of and shall take all actions available to the Company or securing the resignations of to cause Parent's designees to be so elected. At such number of directors as is necessary to provide Purchaser with such level of representationtime, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will shall, if requested by Parent, also cause persons designated by Purchaser Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the entire Company's Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Company's Board of Directors of Directors. The Parent shall use its best efforts to cause the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary to have at least one independent director until the Effective Time, including, but not limited to retaining one of the Company. 's current directors. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 under the Exchange Act promulgated thereunder in order to fulfill its obligations under this Section 1.04 2.3(a), including mailing to shareholders the information required by such Section 14(f) and shall include in the Schedule 14D-9 or otherwise timely mail Rule 14f-1 as is necessary to its shareholders all necessary information enable Parent's designees to comply therewith. Parent and Purchaser will supply be elected to the Company, 's Board of Directors. Parent or Merger Sub will supply the Company and be solely responsible for, all for any information provided by them in writing expressly for inclusion in the information sent to Stockholders with respect to themselves either of them and their respective nominees, officers, directors and affiliates required by such Section 14(f) and Rule. (b) Following Rule 14f-1. The provisions of this Section 2.3 are in addition to and shall not limit any rights which the Merger Sub, Parent or any of their affiliates may have as a holder or beneficial owner of Company Common Stock as a matter of law with respect to the election of directors or appointment of Purchaser's designees pursuant to Section 1.04(a) and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote of a majority of the directors of the Company then in office who are directors of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officeotherwise.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase acceptance for payment of, and payment for, any Shares by Purchaser Merger Sub pursuant to the Offer of such number of Shares as represents at least a majority of the outstanding Sharesand, and from time to time thereafter, Purchaser Merger Sub shall be entitled to designate such number of directors, rounded up to the next whole number, to serve directors on the Board of Directors of the Company as will give Purchaser Merger Sub, subject to compliance with Section 14(f) of the Exchange Act and subject to the final sentence of this Section 1.3, representation on the Board equal to at least that number of Directors of directors (rounded up to the Company next whole number) equal to the product of (i) the total number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this section) and (ii) the percentage that such the number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased Merger Sub bears to the number of Shares outstanding. The , and the Company shall, upon request by Purchaserat such time, promptly take all actions necessary to cause PurchaserMerger Sub's designees to be so elected or appointed to the Board of Directors of the Company. Subject to applicable law, the Company shall take all action requested by Purchaser necessary to effect any such election, including without limitationmailing to its stockholders the information statement (as amended from time to time, increasing the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Merger Sub shall have provided to the Company on a timely basis in writing all information required to be included in the Information Statement with respect to Merger Sub's designees). In connection with the foregoing, the Company will promptly, at the option of Purchaser, either increase the size of the Company's Board of Directors and/or use its commercially reasonable efforts to obtain the resignation of such number of its current directors as is necessary to enable Merger Sub's designees to be elected or appointed to the Company's Board of Directors as provided above. In addition, subject to applicable law, at such time as Merger Sub shall be entitled to designate a number of directors as provided by this Section 1.3, at the request of Purchaser, the Company will use its best efforts to cause individuals designated by Merger Sub to constitute the same percentage as such individuals represent on the Board of Directors of the Company or securing the resignations (x)__each committee of such number of directors as is necessary to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors Directors, (y)__each board of the Company shall continue to include no fewer than two Continuing Directors directors of each Subsidiary (as defined below) of the Company and (z)__each committee of each such board. Notwithstanding the foregoing, until the Effective Time (as defined in Section 2.022.3 hereof). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 and shall include in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Purchaser will supply to the Company, and be solely responsible for, all information with respect to themselves and their respective officers, directors and affiliates required by such Section and Rule. (b) Following the election or appointment of Purchaser's designees pursuant to Section 1.04(a) and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote of a majority of the two directors of the Company then in office who are directors of the Company on the date hereof and who are not designees nor officers, directors, employees or affiliates of Purchaser or Merger Sub nor officers or employees of the Company or Parent (the "CONTINUING DIRECTORSIndependent Directors"), which action provided that if the number of Independent Directors shall be reduced below two for any reason, the Board of Directors shall, subject to the approval of the remaining Independent Directors (or Independent Director, if there be only one remaining), if any, designate a person or persons to fill the vacancy or vacancies who are not designees nor officers, directors, employees or affiliates of Purchaser or Merger Sub nor officers or employees of the Company, and such persons shall be deemed to constitute the action be Independent Directors for purposes of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officethis Agreement.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase by Purchaser pursuant to the Offer or otherwise of such number of Shares as represents at least a majority of the outstanding Shares, and from time to time thereafter, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to the product of (i) the number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this section) and (ii) the percentage that such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to the number of Shares outstanding. The , and the Company shall, upon request by Purchaser, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to the Board of Directors of the Company, including without limitation, increasing increase the size of the Board of Directors of the Company or securing use its best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company representation and shall continue cause Purchaser's designees to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02)be so elected. The Company will also use its best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder and applicable law. At the request of Purchaser, the Company shall promptly take all actions necessary to effect any such election or appointment of Purchaser's designees, including mailing to its stockholders the information required pursuant to by Section 14(f) and Rule 14f-1 under of the Exchange Act in order to fulfill its obligations under this Section 1.04 and Rule 14f-l promulgated thereunder which, unless Purchaser otherwise elects, shall include in be so mailed together with the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith14D-9. Parent and Purchaser will supply to the Company, and be solely responsible for, Company all information with respect to themselves and their respective officers, directors and affiliates required by such Section and Rule. (b) Following the election or appointment of Purchaser's designees pursuant to Section 1.04(a) and prior to the Effective TimeTime (as defined below), and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Board of Directors of the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise consent pursuant to or waiver of compliance with any of the Company's rights agreements or remedies conditions under this Agreement for the benefit of the Company will require the affirmative vote concurrence of a majority of the directors of the Company then in office who are directors of the Company on the date hereof (the "CONTINUING DIRECTORSContinuing Directors"), which action . The Continuing Directors shall be deemed have the authority to constitute retain such counsel and other advisors at the action expense of the full Board Company as are reasonably required in connection with the exercise of Directors even if such majority their duties, and shall have the authority to institute any action, on behalf of Continuing Directors does not constitute a majority the Company to enforce performance of all directors then in officethis Agreement.

Directors. (a) Subject to applicable law After the Purchaser accepts for payment Shares tendered and to the extent permitted by the National Association of Securities Dealers, promptly upon the purchase by Purchaser not properly withdrawn pursuant to the Offer of such number of Shares as represents at least a majority of and this Agreement (the outstanding Shares“Acceptance Time”), and from time to time at all times thereafter, Purchaser Parent shall be entitled to elect or designate such number of directors, rounded up to the next whole number, to serve on the Company Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company is equal to the product of (i) the total number of directors on the Company Board of Directors of the Company (giving effect to the election of any additional directors elected or designated by Parent pursuant to this sectionsentence) and (ii) multiplied by the percentage that such the aggregate number of Common Shares beneficially owned Beneficially Owned by Parent and/or Parent, the Purchaser (including Shares accepted for payment) so purchased or any of their respective Affiliates bears to the total number of Common Shares outstandingthen outstanding (including, in each case, any outstanding securities of the Company that are convertible or exchangeable into or exercisable for Common Shares on an as-converted basis). The After the Acceptance Time, the Company shall, upon request by PurchaserParent’s request, promptly take all actions as are necessary or desirable to cause Purchaser's enable Parent’s designees to be so elected or appointed designated to the Board of Directors of the CompanyCompany Board, including without limitationbut not limited to promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board of Directors (including by amending the Company Bylaws if necessary to increase the size of the Company or Board) and/or promptly securing the resignations of such number of directors as is necessary its incumbent directors, and shall cause Parent’s designees to provide Purchaser with be so elected or designated at such level of representationtime. After the Acceptance Time, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until also, upon Parent’s request, cause the Effective Time (as defined in Section 2.02). The Company will cause persons directors elected or designated by Purchaser Parent to the Company Board to serve on and constitute the same percentage (rounded up to the next whole number) as is on the entire Company Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board of Directors of the Company and Board, (ii) each Board board of Directors directors (or similar body) of each Company Subsidiary and (iii) each committee thereof (or similar body) of each Subsidiary such board, in each case to the extent permitted by applicable Law and the Marketplace Rules of the CompanyNASDAQ Global Market (“NASDAQ”). After the Acceptance Time, the Company shall also, upon Parent’s request, take all action necessary to elect to be treated as a “controlled company” as defined by NASDAQ Marketplace Rule 5615(c)(1) and make all necessary filings and disclosures associated with such status. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that Parent, the Purchaser or any of their respective Affiliates may have as a record holder or Beneficial Owner of Shares as a matter of applicable Law with respect to the election of directors or otherwise. (b) The Company's ’s obligations to appoint Parent’s designees to its the Company Board of Directors shall be subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder. At the request of Purchaser, the The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 and shall include in 1.3(b), including mailing to stockholders (together with the Schedule 14D-9 14D-9) any information required by Section 14(f) and Rule 14f-1 to enable Parent’s designees to be elected or otherwise timely mail designated to its shareholders all necessary information to comply therewiththe Company Board at the time or times contemplated by this Section 1.3. Parent and Purchaser will shall supply or cause to be supplied to the Company, and be solely responsible for, all Company any information with respect to themselves and Parent, the Purchaser, their respective officers, directors and affiliates Affiliates and proposed designees to the Company Board required by such Section 14(f) and RuleRule 14f-1. (bc) Following After Parent’s designees are elected or designated to, and constitute a majority of, the election or appointment of Purchaser's designees Company Board pursuant to Section 1.04(a) 1.3(a), and prior to the Effective Time, and so long as there the Company shall be cause the Company Board to maintain at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote of a majority of the three directors who are members of the Company then in office who are directors of the Company Board on the date hereof (the "CONTINUING DIRECTORS"“Continuing Directors”); provided, which however, that if any Continuing Director is unable to serve due to death, disability or resignation, the Company shall take all necessary action (including creating a committee of the Company Board) so that the remaining Continuing Director or Continuing Directors shall be entitled to elect or designate another Person that satisfies the foregoing independence requirements to fill such vacancy, and such Person shall be deemed to constitute the action be a Continuing Director for purposes of the full Board of Directors even if such majority of Continuing Directors does not this Agreement. After Parent’s designees are elected or designated to, and constitute a majority of all directors then in office.of, the Company Board pursuant to

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase acceptance for payment of, and payment by Purchaser Sub for, any shares of Common Stock pursuant to the Offer of such number of Shares as represents (which constitute at least a majority of the outstanding SharesMinimum Condition), and from time to time thereafter, Purchaser Sub shall be entitled to designate such number of directors on the Company Board as shall give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to which is the product of (ia) the total number of directors on the Company Board of Directors of the Company (giving effect to the election of any additional directors elected pursuant to this sectionsentence) multiplied by (b) the percentage that (i) such number of shares of Common Stock so accepted for payment and paid for by Sub plus the number of shares of Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (ii) the percentage number of such shares outstanding, and the Company shall, at such time, cause Sub's designees to be so elected. Subject to applicable law, the Company shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to the number of Shares outstanding. The Company shall, upon request by Purchaser, promptly take all actions its current directors as is necessary to cause Purchaserenable Sub's designees to be elected or appointed to the Company Board of Directors of the Company, including without limitation, increasing the size of the Board of Directors of the Company or securing the resignations of such number of directors as is necessary to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02)provided above. The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board provisions of Directors of the Company (giving effect to this Section 1.04) 7.07 are in addition to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 and shall include in the Schedule 14D-9 not limit any rights which Sub, Parent or otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Purchaser will supply to the Company, and be solely responsible for, all information any of their affiliates may have as a holder or beneficial owner of shares of Common Stock as a matter of law with respect to themselves and their respective officers, directors and affiliates required by such Section and Rule. (b) Following the election of directors or appointment of Purchaser's designees pursuant to Section 1.04(a) and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote of a majority of the directors of the Company then in office who are directors of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officeotherwise.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly upon Promptly after the purchase of and payment for any Shares by Purchaser pursuant to the Offer or any of such number its affiliates as a result of Shares as represents which Purchaser and its affiliates own beneficially at least a majority of the then outstanding Shares, and from time to time thereafter, Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Company's Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company is equal to the product of (i) the total number of directors on the such Board of Directors of the Company (giving effect to the election increase in the size of any additional directors such Board pursuant to this sectionSection 1.4) and (ii) multiplied by the percentage that such the number of Shares beneficially owned by Parent and/or Purchaser (including Shares so accepted for payment) so purchased bears to the total number of Shares then outstanding. The In furtherance thereof, the Company shall, upon request by Purchaserof Parent, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to either (at the election of the Company) increase the size of its Board of Directors of the Company, including without limitation, increasing the size of the Board of Directors of the Company or securing use its best efforts to secure the resignations of such number of directors its incumbent directors, or both, as is necessary to provide Purchaser with enable such level designees of representationParent to be so elected or appointed to the Company's Board of Directors, and the Company shall take all actions available to the Company to cause such designees of Parent to be so elected or both; PROVIDEDappointed. At such time, HOWEVER, that the Company shall also take all action necessary to cause Persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board. (b) Notwithstanding the provisions of this Section 1.4, the parties hereto shall continue use their respective reasonable best efforts to include no fewer than ensure that at least two Continuing Directors (as defined below) until of the members of the Board shall, at all times prior to the Effective Time (as defined in Section 2.02)2.2 hereof) be, Continuing Directors. The Company will cause persons designated by Purchaser to From and after the time, if any, that Parent's designees constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary a majority of the Company. The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 and shall include in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Purchaser will supply to the Company, and be solely responsible for, all information with respect to themselves and their respective officers, directors and affiliates required by such Section and Rule. (b) Following the election or appointment of Purchaser's designees pursuant to Section 1.04(a) and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below)Directors, any amendment or modification of this Agreement, any amendment to the Company's Certificate of Incorporation or By-Laws inconsistent with this Agreement, any termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser hereunder (except as permitted under this Agreement and Section 1.1(c) hereof), any exercise or waiver of any condition to the Company's obligations hereunder or any of the Company's rights hereunder or remedies under this Agreement will require other action by the affirmative vote Company hereunder may be effected only by the action of a majority of the directors Continuing Directors of the Company then in office who are directors of the Company on the date hereof (the "CONTINUING DIRECTORS")Company, which action shall be deemed to constitute the action of any committee specifically designated by the Board of Directors of the Company to approve the actions contemplated hereby and the Transactions and the full Board of Directors even if such majority of Continuing Directors does the Company. The provisions of this Section 1.4 are in addition to and shall not constitute limit any rights which Purchaser, Parent or any of their affiliates may have as a majority holder or beneficial owner of all Shares as a matter of applicable Law with respect to the election of directors then in officeor otherwise.

Directors. (a) Subject to applicable law and to Promptly following the extent permitted acceptance for payment by the National Association of Securities Dealers, promptly upon the purchase by Purchaser Merger Sub pursuant to the Offer of such number of Shares as shares of Company Common Stock which represents at least a majority of the outstanding Sharesshares of Company Common Stock (on a Fully Diluted Basis), and from time to time thereafterthereafter (the "Appointment Time"), Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company number as will give Purchaser Parent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to the product of (ix) the number of directors on the Board of Directors of the Company (giving effect to any increase in the election number of any additional directors pursuant to this sectionSection 1.4) and (iiy) the percentage that such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to the aggregate number of Shares outstanding. The then outstanding (such number being, the "Board Percentage"), and the Company shall, upon request by Purchaser, shall promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to satisfy the Board of Directors of the Company, including without limitation, Percentage by (i) increasing the size of the Board of Directors of the Company or securing (ii) using its best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) enable Parent's designees to be on (i) each committee of elected to the Board of Directors of the Company and (ii) each Board shall cause Parent's designees promptly to be so elected. At the request of Directors and each committee thereof of each Subsidiary of Parent, the Company shall take, at the Company. The Company's obligations expense, all lawful action necessary to appoint designees effect any such election, including, without limitation, mailing to its Board of Directors shall be subject to compliance with stockholders the information required by Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) Act and Rule 14f-1 under promulgated thereunder, unless such information has previously been provided to the Exchange Act in order to fulfill its obligations under this Section 1.04 and shall include Company's stockholders in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith14D-9. Parent and Purchaser will supply to the Company, Company and be solely responsible for, all for any information with respect to themselves Parent, its designees and their respective its nominees, officers, directors and affiliates required by such Section 14A and Rule.Rule 14-f-1 (b) Following the election or appointment of PurchaserParent's designees pursuant to this Section 1.04(a) 1.4 and prior to the Effective Time, and so long as there shall be at least one Continuing Director Time (as defined below)in Section 2.2) of the Merger, any (i) amendment or termination of this Agreement requiring action by the CompanyAgreement, any (ii) extension of time for the performance of any or waiver of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise Merger Sub, or (iii) waiver of any of the Company's rights or remedies under this Agreement will hereunder shall require the affirmative vote concurrence of a majority of the directors of the Company then in office who are directors "Continuing Directors". The term "Continuing Director" shall mean (i) each member of the Board of Directors of the Company on the date hereof and (the "CONTINUING DIRECTORS"), which action shall be deemed ii) any successor to constitute the action of the full Board of Directors even if any Continuing Director that was recommended to succeed such majority of Continuing Directors does not constitute Director by a majority of all directors the Continuing Directors then in officeon the Board of Directors.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Effective upon the purchase by Purchaser pursuant to the Offer of such number of Shares as represents at least a majority of the outstanding Shares, Closing and from time to time thereafter, Purchaser Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, to serve on the Company Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to that equals the product of (i) the total number of directors on the Company Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this sectionSection 1.03) and (ii) the percentage that such the number of Shares shares of Company Common Stock beneficially owned by Parent and/or Purchaser Merger Sub (including Shares shares accepted for payment) so purchased bears to the total number of Shares shares of Company Common Stock outstanding. The , and the Company shall, upon request by Purchaser, promptly take all actions necessary to shall cause PurchaserParent's designees to be elected or appointed to the Board of Directors of the CompanyCompany Board, including without limitation, by increasing the size number of directors and seeking and accepting resignations of incumbent directors. At such time, the Board Company shall also cause individuals designated by Parent to constitute the number of Directors members, rounded up to the next whole number, on each committee of the Company or securing Board. (b) The Company's obligations to appoint Parent's designees to the resignations Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary to effect the appointment of Parent's designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.03(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company's obligations under Section 1.03(a) hereof shall be subject to the receipt of such number information. (c) Following the election or appointment of directors as is necessary Parent's designees pursuant to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined belowSection 1.03(a) and until the Effective Time (as defined in Section 2.022.03 hereof). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 and shall include in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Purchaser will supply to the Company, and be solely responsible for, all information with respect to themselves and their respective officers, directors and affiliates required by such Section and Rule. (b) Following the election or appointment of Purchaser's designees pursuant to Section 1.04(a) and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote approval of a majority of 26995100v.1 the directors of the Company then in office who are directors were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the date hereof (part of the "CONTINUING DIRECTORS")Company, which including any action by any other director of the Company, shall be deemed required to constitute authorize) (i) any termination of this Agreement by the Company, (ii) any amendment of this Agreement requiring action by the Company Board, (iii) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, and (iv) any waiver of compliance with any of the full Board agreements or conditions contained herein for the benefit of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officethe Company.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase of and payment for any Shares by Parent or Purchaser pursuant to the Offer of such number of Shares as represents at least a majority of the outstanding SharesOffer, and from time to time thereafter, Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Company Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company is equal to the product of (ix) the total number of directors on the Company Board of Directors of the Company (giving effect to the election of any additional the directors designated by Parent pursuant to this sectionsentence) and (iiy) the percentage that such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to the number of Shares so accepted for payment bears to the total number of Shares then outstanding. The In furtherance thereof, the Company shall, upon request by Purchaserof Parent, use its reasonable best efforts promptly take all actions necessary either to cause Purchaser's designees to be elected or appointed to the Board of Directors of the Company, including without limitation, increasing increase the size of the Company Board of Directors of the Company or securing to secure the resignations of such number of directors its incumbent directors, or both, as is necessary to provide Purchaser with enable Parent's designees to be so elected to the Company Board, and shall take all actions available to the Company to cause Parent's designees to be so elected. At such level of representationtime, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will also cause persons designated by Purchaser Parent to constitute the same percentage as is have appropriate representation on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the CompanyBoard. The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 under the Exchange Act promulgated thereunder in order to fulfill its obligations under this Section 1.04 and shall include in 1.03, including mailing to stockholders (as part of the Schedule 14D-9 or otherwise otherwise) the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected to the Company Board (provided that Purchaser shall have provided to the Company on a timely mail basis all information required to its shareholders all necessary information be included with respect to comply therewithPurchaser's designees). Parent and Purchaser will shall supply to the CompanyCompany in writing, and be solely responsible for, all any information with respect to themselves itself and their respective its nominees, officers, directors and affiliates required by such the aforementioned Section 14(f) and Rule. (b) Following Rule 14f-1. In the election or appointment of Purchaserevent that Parent's designees pursuant are elected to Section 1.04(athe Company Board, until the Effective Time (as hereinafter defined), the Company Board shall have at least three directors who are directors on the date hereof (the "Original Directors"); provided that, in such event, if the number of Original Directors shall be reduced below three for any reason whatsoever, any remaining Original Directors (or Original Director, if there be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Original Directors for purposes of this Agreement or, if no Original Director then remains, the other directors shall designate three persons to fill such vacancies who shall not be stockholders, affiliates or associates of Parent or Purchaser, and such persons shall be deemed to be Original Directors for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event that Parent's designees are elected to the Company Board prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote of a majority of the directors Original Directors shall be required for the Company to (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement, (b) exercise or waive any of the Company's rights, benefits or remedies hereunder, (c) extend the time for performance of Parent's and Purchaser's respective obligations hereunder, (d) take any other action by the Company Board under or in connection with this Agreement, or (e) approve any other action by the Company which could adversely affect the interests of the stockholders of the Company then in office who are directors of (other than Parent, Purchaser and their affiliates (other than the Company on the date hereof (the "CONTINUING DIRECTORS"and its Subsidiaries)), which action shall be deemed with respect to constitute the action of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officeTransactions.

Directors. (a) Subject to applicable law and to Promptly after the extent permitted by first time at which the National Association Buyer accepts for payment any shares of Securities Dealers, promptly upon the purchase by Purchaser Company Common Stock pursuant to the Offer of such number of Shares as represents at least a majority of (the outstanding Shares“Acceptance Time”), and from time to time thereafterthereafter as shares of Company Common Stock are accepted for payment and the Offer Consideration is paid by the Buyer, Purchaser the Buyer shall be entitled to designate such number of directorsmembers of the Company Board (the “Buyer Designees”), rounded up to the nearest whole number, as will give the Buyer representation on the Company Board equal to the product of the total number of members of the Company Board (after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the number of shares of Company Common Stock beneficially owned by the Buyer or Merger Sub at such time (including shares of Company Common Stock so accepted for payment) bears to the total number of shares of Company Common Stock then outstanding; provided that in no event shall the Buyer Designees constitute less than a majority of the Company Board. In furtherance thereof, the Company shall, upon the request of the Buyer, use its best efforts promptly (and in any event within one business day) either to increase the size of the Company Board or to secure the resignations of such number of the Company’s incumbent directors (and such incumbent directors have agreed to resign if required in order for the Company to comply with this Section 1.3(a)), or both, as is necessary to enable the Buyer Designees to be so elected or appointed to the Company Board and the Company shall take all actions available to the Company to cause the Buyer Designees to be so elected or appointed. At such time, the Company shall, if requested by the Buyer, also take all action necessary to cause persons designated by the Buyer to constitute at least the same percentage (rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to the product of (i) the number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this section) and (ii) the percentage that such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to the number of Shares outstanding. The Company shall, upon request by Purchaser, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to the Board of Directors of the Company, including without limitation, increasing the size of the Board of Directors of the Company or securing the resignations of such number of directors as is necessary to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Company Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board Company Board, (ii) each board of Directors directors (or similar body) of each Subsidiary (as defined in Section 4.3(a) hereof) of the Company and (iiiii) each Board of Directors and each committee thereof (or similar body) of each Subsidiary of the Companysuch board. The Company's obligations provisions of this Section 1.3 are in addition to appoint designees to its Board of Directors and shall be subject to compliance with Section 14(f) of not limit any rights which the Exchange Act. At the request of PurchaserBuyer, the Buyer or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of applicable law with respect to the election of directors or otherwise. (b) The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 1.3(a), including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and shall include in Rule 14f-1 promulgated thereunder as part of the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith14D-9. Parent The Buyer and Purchaser will Merger Sub shall supply to the Company, and be solely responsible for, all Company in writing any information with respect to themselves the Buyer and their respective officers, directors the Buyer and affiliates the Buyer Designees to the extent required by such Section 14(f) and RuleRule 14f-1. (bc) Following Notwithstanding the election or appointment provisions of Purchaser's designees pursuant this Section 1.3, the parties hereto shall use their respective best efforts to Section 1.04(a) and ensure that at least two of the members of the Company’s Board of Directors shall, at all times prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote of a majority of the directors of the Company then in office who are were independent disinterested non-management directors of the Company on the date hereof (the "CONTINUING DIRECTORS"“Independent Directors”), which action provided that, (i) the person listed in Section 1.3(c) of the Company Disclosure Schedule shall not constitute an Independent Director under this Section 1.3 and (ii) if there shall be in office less than two Independent Directors for any reason, the Company Board shall cause the person designated by the remaining Independent Director to fill such vacancy who shall be deemed to constitute be an Independent Director for all purposes of this Agreement, or if no Independent Directors then remain, the action other directors of the full Board Company then in office shall designate two persons to fill such vacancies who will not be directors, officers, employees or Affiliates of the Buyer or Merger Sub and such persons shall be deemed to be Independent Directors even for all purposes of this Agreement. From and after the time, if such majority of Continuing Directors does not any, that the Buyer Designees constitute a majority of all directors the Company Board and prior to the Effective Time, subject to the terms hereof, any amendment or modification of this Agreement, any termination of this Agreement by the Company, any extension of time for performance of any of the obligations of the Buyer or Merger Sub hereunder, any waiver of any condition to the Company’s obligations hereunder or any of the Company’s rights hereunder, any amendment to the Company’s certificate of incorporation or bylaws or any other action to be taken or not to be taken on behalf of the Company under or in connection with this Agreement, may be effected only if (in addition to the approval of the Company Board as a whole) there are in office one or more Independent Directors and such action is approved by a majority of the Independent Directors then in office.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly upon Promptly after (i) the purchase of and payment --------- for any Shares by Purchaser or any of its affiliates pursuant to the Offer as a result of such number of Shares as represents which Purchaser and its affiliates own beneficially at least a majority of then outstanding Shares and (ii) compliance with Section 14(f) of the outstanding SharesExchange Act and Rule 14f-1 promulgated thereunder, and from time to time thereafterwhichever shall occur later, Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Company's Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company is equal to the product of (i) the total number of directors on the such Board of Directors of the Company (after giving effect to any increase in the election size of any additional directors such Board pursuant to this sectionSection 1.4) and (ii) multiplied by the percentage that such the number of Shares beneficially owned by Parent and/or Purchaser at such time (including Shares so accepted for payment) so purchased bears to the total number of Shares then outstanding. The In furtherance thereof, Company shall, upon request by Purchaserof Parent, use its best efforts promptly take all actions necessary either to cause Purchaser's designees to be elected or appointed to increase the size of its Board of Directors of the Company, including without limitation, increasing the size of the Board of Directors of the Company or securing to secure the resignations of such number of directors its incumbent directors, or both, as is necessary to provide Purchaser with enable such level designees of representation, Parent to be so elected or both; PROVIDED, HOWEVER, that the appointed to Company's Board of Directors of the Directors, and Company shall continue take all actions available to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will to cause persons designated by Purchaser to constitute the same percentage as is on the entire Board such designees of Directors of the Company (giving effect to this Section 1.04) Parent to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Actso elected or appointed. At the request of Purchasersuch time, the Company shall, if requested by (b) Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 under the Exchange Act promulgated thereunder in order to fulfill its obligations under this Section 1.04 1.4(a), including mailing to stockholders the information required by such Section 14(f) and shall include Rule 14f-1 (or including such information in the Schedule 14D-9 or otherwise timely mail initially filed with the SEC and distributed to its shareholders all the stockholders of Company) as is necessary information to comply therewithenable Parent's designees to be elected to Company's Board of Directors. Parent and or Purchaser will supply to the Company, Company in writing and be solely responsible for, all for any information with respect to themselves either of them and their respective nominees, officers, directors and affiliates required by such Section 14(f) and RuleRule 14f-1. The provisions of this Section 1.4 are in addition to and shall not limit any rights which Purchaser, Parent or any of their affiliates may have as a holder or beneficial owner of Shares as a matter of applicable law with respect to the election of directors or otherwise. (bc) Following Notwithstanding the election or appointment provisions of Purchaser's designees pursuant this Section 1.4, the parties hereto shall use their respective reasonable best efforts to Section 1.04(a) and ensure that at least two of the members of the Board shall, at all times prior to the Effective Time, and so long as there shall be at least one Continuing Director Time (as defined below)in Section 1.6 hereof) be, any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote of a majority of the directors of the Company then in office who are were directors of the Company on the date hereof (the "CONTINUING DIRECTORSContinuing Directors"), which action provided that, if the number of Continuing Directors shall be reduced below two for any reason, the remaining Continuing Director may designate a person to fill such vacancy who shall be deemed to constitute the action be a Continuing Director for all purposes of the full Board of Directors even this Agreement, or if such majority of no Continuing Directors does then remain, the other directors of Company then in office shall designate two persons to fill such vacancies who will not be officers or employees or affiliates of Company, Parent or either of their subsidiaries and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. From and after the time, if any, that Parent's designees constitute a majority of all directors then in office.Company's Board of Directors and prior to the Effective Time, any amendment or modification of this Agreement, any amendment to Company's Certificate of Incorporation or By-Laws inconsistent with this Agreement, any termination of this Agreement by Company, any extension of time for performance of any of the obligations of Parent or Purchaser hereunder, any waiver of any condition to Company's obligations

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase by Purchaser pursuant to the Offer or otherwise of such number of Shares as represents at least a majority of the outstanding Shares, and from time to time thereafter, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to the product of (i) the number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this section) and (ii) the percentage that such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to the number of Shares outstanding. The , and the Company shall, upon request by Purchaser, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to the Board of Directors of the Company, including without limitation, increasing increase the size of the Board of Directors of the Company or securing use its best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation, representation and shall cause Purchaser’s designees to be so elected. The Company will also use its best efforts to cause Persons designated by Purchaser to constitute (subject to any limitations imposed by applicable law or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors NASD (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons designated by Purchaser to constitute rule) the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary subsidiary of the Company. The Company's ’s obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions necessary to effect any such election or appointment of Purchaser’s designees, including mailing to its stockholders the information required pursuant to by Section 14(f) and Rule 14f-1 under of the Exchange Act in order to fulfill its obligations under this Section 1.04 and Rule 14f-l promulgated thereunder which, unless Purchaser otherwise elects, shall include in be so mailed together with the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith14D-9. Parent and Purchaser will supply to the Company, and be solely responsible for, Company all information with respect to themselves and their respective officers, directors and affiliates required by such Section and Rule. (b) Following the election or appointment of Purchaser's ’s designees pursuant to Section 1.04(a1.4(a) and prior to the Effective TimeTime (as defined in Section 2.2), and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Board of Directors of the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of compliance with any of the agreements or conditions under this Agreement for the benefit of the Company or any exercise of the Company's ’s rights or remedies under this Agreement will require the affirmative vote concurrence of a majority of the directors of the Company then in office who are directors of the Company on the date hereof or their successors designated by the Continuing Directors then in office (the "CONTINUING DIRECTORS"“Continuing Directors”), which action shall be deemed to constitute the action of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in office.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase acceptance for payment of, and payment by Purchaser Merger Sub for, shares of Company Common Stock pursuant to the Offer of Offer, the parties hereto shall use best efforts such that Merger Sub may designate such number of Shares members of the Company Board of Directors as represents will give Merger Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board of Directors equal to at least a majority of the outstanding Shares, and from time to time thereafter, Purchaser shall be entitled to designate such that number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to which is the product of (ia) the total number of directors on the Company Board of Directors of the Company (giving effect to the election of any additional directors elected pursuant to this sectionsentence) multiplied by (b) the percentage that (i) such number of shares of Company Common Stock so accepted for payment and paid for by Merger Sub plus the number of shares of Company Common Stock otherwise owned by Parent, Merger Sub or any other subsidiary of Parent bears to (ii) the number of such shares outstanding; provided, however, that in the event that Merger Sub’s designees are appointed or elected to the Company Board of Directors, then until the Effective Time the Company shall use best efforts to cause the Company Board of Directors to have at least two (2) directors who are (i) directors on the date of this Agreement and (ii) independent directors for purposes of the percentage continued listing requirements of the Nasdaq (such directors, the “Independent Directors”); provided, further, that if any Independent Director is unable to serve due to death or disability or any other reason, the parties hereto shall use best efforts such that the remaining Independent Directors may elect or designate another individual (or individuals) who serve(s) as a director (or directors) on the date of this Agreement (provided that such number individual is an independent director for purposes of Shares beneficially owned by Parent and/or Purchaser the continued listing requirements of the Nasdaq) to fill the vacancy, and such director (including Shares accepted or directors) shall be deemed to be an Independent Director (or Independent Directors) for payment) so purchased bears purposes of this Agreement. If no Independent Director remains prior to the number of Shares outstanding. The Company shallAcceptance Date, upon request by Purchaser, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to the Board of Directors parties hereto shall use best efforts such that a majority of the Company, including without limitation, increasing the size members of the Board of Directors of the Company or securing at the resignations of such number of directors as is necessary to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors time of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board execution of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint designees to its Board of Directors Agreement shall be subject entitled to compliance with Section 14(fdesignate two (2) individuals to fill such vacancies who shall not be employees of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 and shall include in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Purchaser will supply to affiliated with the Company, Parent or Merger Sub, and such individuals shall be solely responsible for, all information with respect to themselves and their respective officers, directors and affiliates required by such Section and Rule. (b) deemed Independent Directors for purposes of this Agreement. Following the election or appointment of Purchaser's Parent’s designees to the Company Board of Directors pursuant to this Section 1.04(a) 5.15, and prior to until the Effective Time, and so long as there the approval of a majority of the Independent Directors shall be at least one Continuing Director required to authorize: (as defined below), a) any amendment or termination of this Agreement requiring action Agreement, (b) any amendment to the Certificate of Incorporation of the Company or the Bylaws of the Company (except for the Merger), (c) any extension by the Company, any extension Company of the time for the performance of any of the obligations of Merger Sub or other acts of Parent or Purchaser under this Agreement and any exercise or Parent, (d) waiver of any of the Company's ’s rights or remedies under this Agreement will require or any other action adversely affecting the affirmative vote rights of the Company Common Stockholders (other than Parent or Merger Sub), and (e) any other consent of the Company or the Company Board of Directors with respect to this Agreement, the Offer or the Merger or any other transaction contemplated thereby or in connection therewith. To the fullest extent permitted by law, the authorization of any such matter by a majority of the directors Independent Directors shall constitute the authorization of such matter by the Company Board of Directors, and no other action on the part of the Company then in office who are directors or any other director of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed required to constitute authorize such matter. Following the Acceptance Time and prior to the Effective Time, neither Parent nor Merger Sub shall take any action to remove any Independent Director unless the removal shall be for cause. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the full Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Merger Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Merger Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Merger Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Merger Sub’s designees to be elected or appointed to the Company Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officeas provided above.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase of Shares by Purchaser pursuant to the Offer of such number of Shares as represents at least a majority of (provided that the outstanding SharesMinimum Condition has been satisfied), and from time to time thereafter, Purchaser shall (i) Parent will be entitled to designate such number of directorsdirectors ("PARENT'S DESIGNEES"), rounded up down to the next whole number, to serve on the Board of Directors of the Company as will give Purchaser Parent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board of Directors of the Company equal to the product of (iA) the number of directors on the Company Board of Directors of the Company (giving effect to any increase in the election number of any additional directors pursuant to this sectionSection 1.4) and (iiB) the percentage that such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to the aggregate number of Shares outstanding. The outstanding (such number being, the "BOARD PERCENTAGE"), provided, however, that the Board Percentage will in all events be a majority of the members of the Company shallBoard, and (ii) the Company will, upon request by PurchaserParent, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to satisfy the Board of Directors of the Company, including without limitation, Percentage by (A) increasing the size of the Company Board of Directors of the Company or securing (B) using its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors of enable Parent's Designees to be elected to the Company shall continue Board or both and will use its reasonable best efforts to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) Parent's Designees promptly to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint designees to its Board of Directors shall be so elected, subject in all instances to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder. At the request of PurchaserParent, the Company shall promptly will take all actions required pursuant lawful action necessary to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 and shall include in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewitheffect any such election. Parent and Purchaser will supply to the Company, Company in writing and be solely responsible for, all for any information with respect to themselves itself, Parent's Designees and their respective Parent's officers, directors and affiliates Affiliates required by such Section 14(f) of the Exchange Act and Rule. (b) Following Rule 14f-1 promulgated thereunder to be included in the election or appointment of Purchaser's designees pursuant to Section 1.04(a) and Schedule 14D-9. Notwithstanding the foregoing, at all times prior to the Effective Time, and so long as there shall be the Company Board will include at least one three Continuing Director Directors. (as defined below)b) Notwithstanding any other provision hereof, of the articles of incorporation or bylaws of the Company or of applicable Law to the contrary, following the election or appointment of Parent's Designees pursuant to this Section 1.4 and prior to the Effective Time or, if the Effective Time has not then occurred, the Drop-Dead Date, any amendment or termination of this Agreement requiring action or amendment of the articles of incorporation or bylaws of the Company by the Company, any extension of time by the Company for the performance of any or waiver of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise hereunder or waiver by the Company of any of the Company's rights or remedies under this Agreement hereunder will require the affirmative vote of a the majority of members of a committee comprised solely of Continuing Directors. For purposes of this Agreement, the term the "CONTINUING DIRECTORS" means at any time (i) those directors of the Company then in office who are Disinterested directors of the Company on the date hereof and who voted to approve this Agreement and (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action ii) such additional directors of the full Board Company who are Disinterested and who are designated as "Continuing Directors" for purposes of Directors even if such majority of Continuing Directors does not constitute this Agreement by a majority of all directors then the Continuing Directors in officeoffice at the time of such designation, provided, however, that if there are no such Continuing Directors, the individuals who are appointed to the Company Board who are both Disinterested and "independent" within the meaning given such term in the New York Stock Exchange Listed Company Guide will constitute the Continuing Directors. For purposes of this Agreement, the term "DISINTERESTED" has the meaning assigned to it in Section 302A.673, Subd.1(d)of the MBCA.

Directors. (a) Subject to applicable law and to Promptly upon the extent permitted payment by the National Association Purchaser or any of Securities Dealers, promptly upon the purchase by Purchaser Parent's direct or indirect subsidiaries pursuant to the Offer of for such number of Shares as represents which represent at least a majority of the outstanding Shares, Shares and from time to time thereafter, the Company shall increase the size of its Board of Directors to nine members, and the Purchaser shall be entitled to designate members of the Company's Board of Directors such that the Purchaser, subject to compliance with Section 14(f) of the Exchange Act, will have a number of directorsrepresentatives on the Board of Directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to the product of (i) the number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this section) and (ii) obtained by multiplying nine by the percentage that such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to the number and any of Shares outstandingits subsidiaries. The Company shall, upon request by the Purchaser, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to the Board of Directors of the Company, including without limitation, increasing increase the size of the Board of Directors to the extent permitted by its Certificate of the Company or securing Incorporation and/or use its best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that enable the Purchaser's designees to be elected to the Board of Directors and shall use its best efforts to cause the Purchaser's designees to be so elected. At the request of the Purchaser, the Company shall continue take, at its expense, all action necessary to include no fewer than two Continuing Directors (as defined below) until effect any such election, including the Effective Time (as defined in Section 2.02). The Company will cause persons designated by Purchaser mailing to constitute the same percentage as is on the entire Board of Directors its stockholders of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with information required by Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) Act and Rule 14f-1 under the Exchange Act promulgated thereunder, in order to fulfill its obligations under this Section 1.04 form and shall include in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Purchaser will supply substance reasonably satisfactory to the CompanyPurchaser and its counsel. Notwithstanding the foregoing, and be solely responsible for, all information with respect to themselves and their respective officers, directors and affiliates required by such Section and Rule. (bi) Following the election or appointment of Purchaser's designees pursuant to Section 1.04(a) and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote of a majority of the directors of the Company then in office who are directors of the Company on the date hereof (and who remain directors shall be required to amend, modify or waive any provision of this Agreement, or to approve any other action by the "CONTINUING DIRECTORS")Company with respect to the Offer or the other transactions contemplated hereby, which action shall be deemed to constitute adversely affects the action interests of the full Board stockholders of Directors even if the Company with respect to such majority transactions and (ii) none of Continuing Directors does not constitute a majority of all directors then in officethe Purchaser, the Merger Sub or Parent shall, directly or indirectly, cause the Company to breach its obligations hereunder.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Effective upon the purchase by Purchaser of shares of Company Common Stock pursuant to the Offer of such number of Shares as represents at least a majority of the outstanding SharesOffer, and from time to time thereafter, Purchaser Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, to serve on the Company’s Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to that equals the product of (i) the total number of directors on the Company’s Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this sectionSection 1.3(a)) and (ii) the percentage that such the number of Shares shares of Company Common Stock beneficially owned by Parent and/or Purchaser Merger Sub (including Shares accepted for paymentshares of Company Common Stock purchased pursuant to the Offer) so purchased bears to the total number of Shares shares of Company Common Stock then outstanding. The , and the Company shall, upon request by Purchaser, promptly take all actions necessary shall use reasonable best efforts to cause Purchaser's Parent’s designees to be elected or appointed to the Company’s Board of Directors of the CompanyDirectors, including without limitation, increasing the size number of the Board of Directors of the Company or securing the directors, and seeking and accepting resignations of incumbent directors. At such number of directors as is necessary to provide Purchaser with such level of representationtime, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue also use its reasonable best efforts to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons individuals designated by Purchaser Parent to constitute the same percentage as is on number of members, rounded up to the entire Board of Directors of the Company (giving effect to this Section 1.04) to be next whole number, on (i) each committee of the Company’s Board of Directors of the Company and (ii) each Board board of Directors and each committee thereof directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as such individuals represent on the Company’s Board of Directors. Notwithstanding the foregoing, until the Acceptance Date, the Company shall use its reasonable best efforts to ensure that all of the members of the Company’s Board of Directors and such committees and boards as of the date hereof who are not employees of the Company remain members of the Company’s Board of Directors and such committees and boards until the Effective Time. (b) The Company's ’s obligations to appoint Parent’s designees to its the Company’s Board of Directors shall be subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder. At the request of Purchaser, the The Company shall promptly take all actions required pursuant actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 under the Exchange Act require in order to fulfill its obligations under this Section 1.04 and shall include in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewithSection. Parent and Purchaser will shall supply to the Company, Company in writing and be solely responsible for, all for any information with respect to themselves itself and their respective its nominees, officers, directors and affiliates required by such Section 14(f) and RuleRule 14f-1. (bc) Following the election or appointment of Purchaser's Parent’s designees pursuant to Section 1.04(a1.3(a) and prior to until the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote approval of a majority of the directors of the Company then in office who are directors were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action of the full Company’s Board of Directors even if such majority and no other action on the part of Continuing Directors does not constitute a majority the Company, including any action by any other director of all directors then in officethe Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, any exercise of the Company’s rights or remedies under this Agreement or any action seeking to enforce any obligation of Parent or Merger Sub under this Agreement.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Effective upon the purchase by Purchaser pursuant Offer Closing, Parent shall be entitled, subject to compliance with Section 14(f) of the Offer of Exchange Act and Rule 14f-1 thereunder, to designate, from time to time, such number of Shares members of the Board of Directors of the Company as represents will give Parent representation equal to at least a majority of the outstanding Shares, and from time to time thereafter, Purchaser shall be entitled to designate such that number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to that is the product of (a) the total number of directors (giving effect to the directors elected or appointed pursuant to this sentence) multiplied by (b) the percentage that (i) the number of directors on shares of Company Common Stock owned by Parent and its Subsidiaries (including shares of Company Common Stock accepted for payment pursuant to the Offer and any Top-Up Shares) bears to (ii) the number of shares of the Company Common Stock then outstanding; provided, however, that Parent shall be entitled to designate at least a majority of the members of the Board of Directors of the Company (giving effect as long as Parent and its Affiliates beneficially own a majority of the shares of the Company Common Stock). At such times, subject to applicable law, the election of any additional directors pursuant Company will cause individuals designated by Parent to this section) and (ii) the percentage that constitute such number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased bears to the number members of Shares outstanding. The Company shall, upon request by Purchaser, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to each committee of the Board of Directors of the Company, rounded up to the next whole number, that represents the same percentage as such individuals represent on the Board of Directors of the Company, other than any committee established to take action under this Agreement pursuant to Section 6.12(b). The Company shall take all action reasonably requested by Parent necessary to effect any such election or appointment, including without limitation, (A) increasing the size of the Board of Directors of the Company or securing and (B) obtaining the resignations resignation of such number of its current directors as is is, in each case, necessary to provide Purchaser with enable such level of representation, designees to be so elected or both; PROVIDED, HOWEVER, that appointed to the Board of Directors of the Company shall continue in compliance with applicable law (including, to include no fewer than two Continuing Directors (as defined below) until the extent applicable prior to the Effective Time (as defined in Section 2.02Time, Rule 10A-3 under the Exchange Act and the applicable rules of the NYSE). The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint designees shall mail to its Board of Directors shall be subject to compliance with shareholders the Information Statement containing the information required by Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) Act and Rule 14f-1 under thereunder, and the Exchange Act in order Company agrees to fulfill its obligations under this Section 1.04 and shall include in make such mailing concurrently with the mailing of the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith. (provided that Parent and Purchaser will supply Sub shall have provided to the Company, and be solely responsible for, Company on a timely basis all information required to be included in the Information Statement with respect to themselves such designees and their respective with respect to Parent’s officers, directors and affiliates required by such Section and Ruleaffiliates). (b) Following the election or appointment of Purchaser's Parent’s or Sub’s designees pursuant to Section 1.04(a6.12(a) and prior to the Effective Time, and so long as there the affirmative vote of a majority of the Independent Directors then in office shall be at least one Continuing Director required for the Company to consent (as defined below)a) to amend or terminate this Agreement, (b) to waive any amendment of the Company’s rights or termination of remedies under this Agreement requiring action by or (c) to extend the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under Sub. Such authorization shall constitute the authorization of the Board of Directors of the Company and no other action on the part of the Company, including any actions by any other director of the Company, shall be required to authorize such action. For purposes of this Agreement, an “Independent Director” shall mean a member of the Company’s Board of Directors who is a member of the Company’s Board of Directors on the date of this Agreement and any exercise or waiver who is not an officer of any of the Company's rights or remedies under this Agreement will require the affirmative vote of a majority of the directors of the Company then in office who are directors of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in officeParent.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase of and payment --------- for any Shares by Parent or the Purchaser pursuant to the Offer of such number of Shares as which represents at least a majority of the outstanding SharesShares (on a fully-diluted basis), and from time to time thereafter, Purchaser Parent shall be entitled to elect or designate such number of directors, rounded up to the next whole number, to serve on the Company Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company is equal to the product of (i) the total number of directors on the Company Board of Directors of the Company (giving effect to the election of any additional directors elected or designated by Parent pursuant to this sectionsentence) and (ii) multiplied by the percentage that such the aggregate number of Shares beneficially owned by the Purchaser, Parent and/or Purchaser (including Shares accepted for payment) so purchased and any of their affiliates bears to the total number of Shares then outstanding. The Company shall, upon request by PurchaserParent's request, use its reasonable efforts either to promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to the Board of Directors of the Company, including without limitation, increasing increase the size of the Company Board of Directors Directors, including by amending the Bylaws of the Company if necessary so as to increase the size of the Company Board of Directors, or securing promptly secure the resignations of such number of directors its incumbent directors, or both, as is necessary to provide Purchaser with such level of representation, enable Parent's designees to be so elected or both; PROVIDED, HOWEVER, that designated to the Company's Board of Directors of Directors, and shall use its reasonable efforts to cause Parent's designees to be so elected or designated at such time. At such time, the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will shall, upon Parent's request, also cause persons elected or designated by Purchaser Parent to constitute the same percentage (rounded up to the next whole number) as is on the entire Company Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Company Board of Directors of the Company and Directors, (ii) each Board board of Directors directors (or similar body) of each Company Subsidiary (as defined in Section 3.2), and (iii) each committee thereof (or similar body) of each Subsidiary such board, in each case only to the extent permitted by applicable law or the rules of any stock exchange on which the CompanyCompany Common Stock is listed. The Company's obligations to appoint designees to its Board of Directors under this Section 1.3(a) shall be subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder. At the request of Purchaser, the The Company shall promptly upon execution of this Agreement take all actions required pursuant to such Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 and shall include in 1.3(a), including, but not limited to, mailing to stockholders (together with the Schedule 14D-9 14D-9) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected or otherwise timely mail designated to its shareholders all necessary information to comply therewiththe Company Board of Directors. Parent and or the Purchaser will shall supply to the Company, and be solely responsible for, all Company with information with respect to themselves either of them and their respective nominees, officers, directors and affiliates to the extent required by such Section 14(f) and RuleRule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of the Purchaser, Parent or any of their respective affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the election of directors or otherwise. (b) Following In the election or appointment of Purchaserevent that Parent's designees are elected or designated to the Company Board of Directors, then, until the Effective Time, the Company shall cause the Company Board of Directors to have at least two directors who are non-executive directors (the "Independent Directors"); provided, however, --------------------- -------- ------- that if any Independent Director is unable to serve due to death or disability, the remaining Independent Director(s) shall be entitled to elect or designate another person (or persons), who is not a current or former executive of the Company ("Non- Executive"), and such non-executive person (or persons) shall be deemed to be an Independent Director for purposes of this Agreement. If no Independent Director then remains, the other directors shall designate two persons who are Non- Executives on the date hereof (or, in the event there shall be less than two directors who are Non-Executive Directors on the date hereof available to fill such vacancies as a result of such persons' deaths, disabilities or refusals to serve, such number of other Non-Executives who are willing to fill such vacancies) and such Non-Executives shall be deemed Independent Directors for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, if Parent's designees constitute a majority of the Company Board of Directors after the acceptance for payment of Shares pursuant to Section 1.04(a) the Offer and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require then the affirmative vote of a majority of the directors Independent Directors (or if only one exists, then the vote of such Independent Director) shall be required to (i) amend or terminate this Agreement by the Company, (ii) exercise or waive any of the Company's rights, benefits or remedies hereunder, if such action would materially and adversely affect holders of Shares other than Parent or Purchaser, (iii) amend the Certificate of Incorporation or Bylaws of the Company then in office who are directors if such action would materially and adversely affect holders of Shares other than Parent or Purchaser, or (iv) take any other action of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action of the full Board of Directors even under or in connection with this Agreement if such action would materially and adversely affect holders of Shares other than Parent or Purchaser; provided, however, that if there -------- ------- shall be no Independent Directors as a result of such persons' deaths, disabilities or refusal to serve, then such actions may be effected by majority vote of Continuing Directors does not constitute a majority the entire Company Board of all directors then in officeDirectors.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Effective upon the purchase by Purchaser acceptance for payment pursuant to the Offer of such a number of Shares as represents at least a majority of that satisfies the outstanding SharesMinimum Condition, and from time to time thereafter, Purchaser Parent shall be entitled to designate such that number of directorsdirectors on the Board, rounded up to the next nearest whole number, to serve on the Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to the product of (i) the total number of directors on the Board (giving effect, if applicable, to (A) the number of Directors newly created directorships if the size of the Company (giving effect to the election of any additional directors Board is increased pursuant to this sectionSection 2.3(a) and (B) the number of vacancies if the resignation of any director is secured pursuant to this Section 2.3(a)) and (ii) the percentage that such the number of Shares beneficially owned in the aggregate by Parent and/or Purchaser (including Shares accepted for payment) so purchased and Merger Sub bears to the total number of Shares outstanding. The Company shall, upon request by Purchaserand the Company, promptly at such time, shall take all actions action necessary to cause PurchaserParent's designees to be elected or appointed to the Board of Directors of the CompanyBoard, including including, without limitation, increasing the size number of the Board directors, and seeking and accepting resignations of Directors of incumbent directors. At such time, the Company or securing the resignations of such number of directors as is necessary also will use its best efforts to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons individuals designated by Purchaser Parent to constitute the same percentage as is on number of members, rounded up to the entire Board of Directors of the Company (giving effect to this Section 1.04) to be nearest whole number, on (i) each committee of the Board of Directors of the Company and (ii) each Board the board of Directors and each committee thereof directors of each Subsidiary of the CompanyCompany (and each committee thereof) that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, the Parent and the Company shall use their reasonable best efforts to ensure that at least two (2) members of the Board as of the date hereof who are not employees of the Company (the "Continuing Directors") shall remain members of the Board until the Effective Time. (b) The Company's obligations to appoint Parent's designees to its the Board of Directors shall be subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder. At The Company, at its sole expense, shall take promptly all actions, and shall include in the request of Purchaser, Schedule 14D-9 such information with respect to the Company shall promptly take all actions required pursuant to and its officers and directors, as Section 14(f) or the Exchange Act and Rule 14f-1 under the Exchange Act promulgated thereunder require in order to fulfill its obligations under this Section 1.04 and shall include in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith2.3. Parent and Purchaser will shall supply to the Company, Company in writing and be solely responsible for, all for any information with respect to themselves itself and their respective its nominees, officers, directors and affiliates Affiliates required by such Section 14(f) of the Exchange Act and RuleRule 14f-1 promulgated thereunder. (bc) Following the election or appointment of PurchaserParent's designees pursuant to Section 1.04(a2.3(a) and prior to until the Effective Time, and so long as there the approval of a majority of the Continuing Directors shall be at least one Continuing Director required to authorize (as defined below)and such authorization shall constitute the authorization of the Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment or termination of this Agreement requiring action by the CompanyBoard, any extension of time for the performance of any of the obligations obligation or other acts of action hereunder by Parent or Purchaser under this Agreement Merger Sub and any exercise or waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company's rights or remedies under this Agreement will require . For the affirmative vote avoidance of doubt, the approval of a majority of the directors of the Company then in office who are directors of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action of the full Board of Directors even if such majority of Continuing Directors does shall not constitute a majority of all directors then in officebe required to authorize any payments required to be made by the Company, pursuant to, or to otherwise comply with the terms and conditions of, the Parent Note.

Directors. (a) Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly Promptly upon the purchase by Purchaser pursuant to the Offer of such number of Shares as represents at least a majority of shall satisfy the outstanding SharesMinimum Condition, and from time to time thereafter, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Company Board of Directors of the Company as will shall give Purchaser representation on the Company Board of Directors of the Company equal to the product of (i) the total number of directors on the Company Board of Directors of the Company (after giving effect to any increase in the election number of any additional directors pursuant to this sectionSection 1.3) and (ii) the percentage that such number of Shares beneficially owned by Parent and/or Purchaser so purchased (including Shares accepted for paymentpayment and the purchased Top-Up Shares) so purchased bears to the total number of Shares outstanding. The , and the Company shall, upon request by Purchaser, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to the Board of Directors of the Company, including without limitation, increasing increase the size of the Company Board of Directors of the Company or securing use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representationrepresentation and shall cause Purchaser’s designees to be so elected or appointed; provided, or both; PROVIDED, HOWEVERhowever, that Parent shall be entitled to designate at least a majority of the directors on the Company Board (as long as Parent and its Affiliates Beneficially Own a majority of the Shares of the Company). The Company will use its best efforts to cause each committee of the Company Board and the Board of Directors of each Subsidiary of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause persons designated by Purchaser to constitute constituting at least the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each such committee of and the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the CompanyCompany as Purchaser’s designees are of the Company Board. The Company's ’s obligations to appoint designees to its the Company Board of Directors shall be subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder. At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 under necessary to effect any such election or appointment of Purchaser’s designees in accordance with this Section 1.3(a), including mailing to its stockholders the information required by Section 14(f) of the Exchange Act in order to fulfill its obligations under this Section 1.04 and Rule 14f-l promulgated thereunder, which, unless Purchaser otherwise elects, shall include in be so mailed together with the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith14D-9. Parent and Purchaser will shall supply to the Company, and be solely responsible for, Company all information with respect to themselves and their respective officers, directors and affiliates Affiliates required by such Section 14(f) and RuleRule 14f-1. (b) Following the election or appointment of Purchaser's ’s designees pursuant to Section 1.04(a1.3(a) and prior to the Effective Time, the Company shall cause the Company Board to maintain at least two (2) directors who are members of the Company Board on the date of this Agreement and so who are not officers of the Company and who are independent directors for purposes of the applicable listing and corporate governance rules and regulations of NASDAQ (the “Continuing Directors”); provided, however, that if the number of Continuing Directors is reduced below two (2) for any reason, the remaining Continuing Director shall immediately elect or designate one person meeting the foregoing criteria to fill such vacancy who shall be deemed to be a Continuing Director for purposes of this Agreement such that, following such election or designation, there shall be two (2) Continuing Directors or, if no Continuing Directors then remain, the other directors shall designate two (2) persons meeting the foregoing criteria to fill such vacancies, and such persons shall be deemed to be Continuing Directors for purposes of this Agreement. The Company and the Company Board shall promptly take all action as may be necessary to comply with their obligations under this Section 1.3(b). So long as there shall be at least one (1) Continuing Director Director, (as defined below), i) any amendment or termination of this Agreement requiring action by the CompanyCompany Board, (ii) any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and Agreement, (iii) any exercise or waiver of compliance with any of the agreements or conditions under this Agreement that are to the benefit of the Company's , or (iv) any exercise of the Company’s rights or remedies under this Agreement will shall require the affirmative vote concurrence of a majority both of the directors Continuing Directors (or of the Company sole Continuing Director if there shall then in office who are directors of the Company on the date hereof (the "CONTINUING DIRECTORS"be only one Continuing Director), which action shall be deemed to constitute the action of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in office.